Common use of Governing Law; Submission to Jurisdiction Clause in Contracts

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated hereinTHIS AGREEMENT, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed thereinINCLUDING ALL MATTERS OF CONSTRUCTION, without giving effect to the conflicts of law principles thereofVALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE IN SUCH STATE, WITHOUT GIVING EFFECT TO PRINCIPLES RELATING TO CONFLICTS OF LAW. (b) The parties hereto Each of Seller and Purchaser irrevocably agrees that any legal suit, action or proceeding arising out of or relating solely to this Agreement or the Assignment and Assumption Agreement (or any document referred to herein or therein) or the transactions contemplated hereby irrevocably submit to or thereby or the jurisdiction subject matter hereof or thereof, shall be instituted in the state or federal courts in the borough of the United States District Court for the Southern District Manhattan, City of New York and any court in the York, State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court orwaives, to the fullest extent permitted by law, in any objection which it may have now or hereafter to the laying of the venue or the jurisdiction or the convenience of the forum of any such federal court. The parties hereto agree that a final judgment legal suit, action or proceeding and irrevocably submits generally and unconditionally to the jurisdiction of any such court but only in any such actionsuit, suit action or proceeding. Each of Seller and Purchaser further irrevocably agrees to the service of process of any of the aforementioned courts but only in any suit, action or proceeding of the nature referred to above by the mailing of the copies thereof by certified mail, postage prepaid, return receipt requested, to it at its address specified in section 6.9 hereof (as the same may be changed from time to time pursuant to section 6.9 hereof), such service to be effective upon the date of receipt indicated on the postal receipt returned from it. (c) Subject to any right of appeal, final judgment against Seller or Purchaser in any suit shall be conclusive conclusive, and may be enforced in other jurisdictions by suit on the judgment judgment, a certified or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way true copy of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue which shall be conclusive evidence of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each fact and of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance amount of service any indebtedness or liability of legal process with respect to any action, suit Seller or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the ServicerPurchaser, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictiontherein described.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this This Agreement and each Warrant Certificate issued hereunder shall be construed in accordance with and governed by deemed to be a contract made under the laws of the State of New York applicable to agreements made and to for all purposes shall be performed therein, construed in accordance with the laws of said State without giving effect to the rules of said State governing conflicts of law principles thereof. (b) laws. The parties hereto Company, the Agent and the Holders hereby irrevocably submit to agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the jurisdiction courts of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Agent and the Holders hereby irrevocably waive any appellate court from objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Agent and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, suit proceeding or proceeding brought against it or in connection with this Agreement or any of claim. The Company, the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, Agent and the parties hereto hereby irrevocably and unconditionally Holders agree that all claims the prevailing party(ies) in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive entitled to recover from the other party(ies) all of its/their reasonable legal costs and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not expenses relating to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought and/or incurred in an inconvenient forum, that connection with the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courtspreparation therefore. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected This Agreement is to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the internal laws of the State of New York applicable to agreements made and to be performed therein, Delaware without giving effect to the conflicts any choice of law principles thereofrule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties. (b) The parties Each party hereto hereby agrees that any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement shall be brought or otherwise commenced exclusively in any state or federal court located in Delaware or in New York, New York. Subject to the preceding sentence, each party thereto: (i) expressly and irrevocably submit consents and submits to the jurisdiction of the United States District Court for the Southern District of each state and federal court located in Delaware or New York, New York (and any each appellate court located in Delaware or the State of New York located York) in connection with any such legal proceeding, including to enforce any settlement, order or award; (ii) consents to service of process in any such proceeding in any manner permitted by the City and County applicable laws of Delaware or the State of New York, and any appellate court from any thereofagrees that service of process by registered or certified mail, in any actionreturn receipt requested, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court orat its address specified pursuant to Section 10.6 is reasonably calculated to give actual notice, to the extent permitted by applicable law; (iii) agrees that each state and federal court located in Delaware or New York, in such federal court. The parties hereto agree that New York shall be deemed to be a final judgment convenient forum; (iv) waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such actionlegal proceeding commenced in any state or federal court located in Delaware or New York, suit New York, any claim that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or proceeding shall be conclusive and that this Agreement or the subject matter hereof or thereof may not be enforced in other jurisdictions or by suit on such court; and (v) agrees to the judgment entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the state and federal courts located in any other manner provided by law. To the extent permitted by applicable lawDelaware or New York, the parties hereto New York and in connection therewith hereby waive waives, and agree agrees not to assert by way of motion, as a defense defense, or otherwise in any such suit, action or proceedingotherwise, any claim that it such resolution, settlement, order or award is not personally subject to the jurisdiction of such courts, that the suit, action inconsistent with or proceeding is brought in an inconvenient forum, that the venue violative of the suit, action laws or proceeding is improper or that public policy of the related documents laws of Delaware or the subject matter thereof may not be litigated in State of New York or by such courtsany other jurisdiction. (c) Each In the event of any action or other proceeding relating to this Agreement or the Depositorenforcement of any provision of this Agreement, the Sellers prevailing party (as determined by the court) shall be entitled to payment by the non-prevailing party of all costs and expenses (including reasonable attorneys’ fees) incurred by the Servicer hereby irrevocably appoints prevailing party, including any costs and designates expenses incurred in connection with any challenge to the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers jurisdiction or the Servicerconvenience or propriety of venue of proceedings before any state or federal court located in Delaware or New York, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionNew York.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this This Agreement will shall be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial Delaware Act and financial law relevant to transactions of the type contemplated herein, this Agreement internal laws and each Certificate shall be construed in accordance with and governed by the laws decisions of the State of New York applicable to agreements made and to be performed therein, Delaware without giving effect to the conflicts any choice or conflict of law principles thereof. provision or rule (bwhether of the State of Delaware or any other jurisdiction) The parties hereto hereby irrevocably that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the United States District Court for the Southern District of New York and any court in Chancery of the State of Delaware, New York located Castle County, or, if that court does not have jurisdiction, a federal court sitting in the City and County of New YorkWilmington, and any appellate court from any thereof, Delaware in any action, suit action or proceeding brought against it arising out of or in connection with relating to this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree by this Agreement; (b) agrees that all claims in respect of any such action or proceeding may shall be heard or and determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment only in any such action, suit court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding shall be conclusive and may be enforced in other jurisdictions arising out of or relating to this Agreement or any of the transaction contemplated by suit on the judgment or this Agreement in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereofcourt. Each of the Depositor, the Sellers Company and the Servicer agrees Participants waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the Company or any other Participant by sending or delivering a copy of such the process upon to the Trustee shall constitute personal service party to be served at the address and in the manner provided for the giving of such process upon it. (d) notices in Section 12.1. Nothing contained in this Agreement Section 12.2, however, shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, Person to serve legal process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionlaw.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state State court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers Seller, the Certificate Insurer or the ServicerServicer or any third-party beneficiary hereunder, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state State court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers Seller and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers Seller and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers Seller, the Servicer or the ServicerCertificate Insurer or third-party beneficiary hereunder, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (a“Actions”) In view (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of the fact that Owners are expected or relating to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will or the negotiation, execution or performance of this Agreement, shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the laws of the State of New York Delaware applicable to agreements made contracts executed in and to be performed thereinentirely within that State, without giving effect regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in the conflicts Chancery Court of law principles thereof. the State of Delaware (bor, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) The and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the United States District Court for defense of an inconvenient forum or lack of jurisdiction to the Southern District maintenance of New York any such Action. The consents to jurisdiction and any court venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of New York located Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the City and County parties hereto. Each party hereto agrees that service of New York, and any appellate court from any thereof, process upon such party in any action, suit Action arising out of or proceeding brought against it or in connection with relating to this Agreement or any shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal courtthis Agreement. The parties hereto agree that a final judgment in any such action, suit or proceeding Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim ; provided that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor nothing in the courts of foregoing shall restrict any jurisdictionparty’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this This Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable as it applies to agreements made and contracts to be performed therein, without giving effect to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and any court in entirely within the State of New York located by residents of such state. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in any state or federal court sitting in the City and County Borough of Manhattan, New YorkYork City, New York (or, if such court lacks subject matter jurisdiction, in any appropriate New York state or federal court), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any appellate court from any thereof, in such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding brought against it relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in connection with New York as described herein. Each of the parties (including, for the avoidance of doubt, TRPA) further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgmenthereby, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such courtscourt 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) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, that (ii) the venue of the such suit, action or proceeding is improper or that the related documents (iii) this Agreement, or the subject matter thereof hereof, may not be litigated enforced in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view All questions concerning the construction, validity, enforcement and interpretation of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will shall be governed by and construed and interpreted enforced in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the internal laws of the State of New York applicable to agreements made and to be performed thereinYork, without giving effect regard to the principles of conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to . Each party agrees that all legal proceedings concerning the jurisdiction interpretations, enforcement and defense of the United States District Court for transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the Southern District state and federal courts sitting in the County of New York and any court York, in the State of New York located York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City and County of New York, and in the State of New York, for the adjudication of any appellate court from any thereof, in any action, suit or proceeding brought against it dispute hereunder or in connection herewith or with this Agreement any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgmentTransaction Documents), and the parties hereto hereby irrevocably waives, and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree agrees not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such courtscourt, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the such suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by is an inconvenient venue for such courts. (c) proceeding. Each of the Depositor, the Sellers and the Servicer party hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon it. (d) and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement shall limit or affect the any way any right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionlaw.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-well developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereofTHIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW). (b) The parties hereto hereby irrevocably submit Any legal action or proceeding with respect to this Agreement or any other Loan Document and any action for enforcement of any judgment in respect thereof may be brought in the jurisdiction courts of the State of Illinois or of the United States District Court of America for the Southern Northern District of New York Illinois, and, by execution and any court delivery of this Agreement, the Borrower hereby accepts for itself and in respect of its property, generally and unconditionally, the State non-exclusive jurisdiction of New York located in the City aforesaid courts and County of New York, and any appellate court courts from any thereof, . The Borrower irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit such action or proceeding brought against by the hand delivery, or mailing of copies thereof by registered or certified mail, postage prepaid, to the Borrower at its address set forth below. The Borrower hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any of other Loan Document brought in the related documents courts referred to above and hereby further irrevocably waives and agrees not to plead or the transactions contemplated hereunder or for recognition or enforcement of claim in any judgment, and the parties hereto hereby irrevocably and unconditionally agree such court that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment brought in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is court has been brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee Nothing herein shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, Administrative Agent to serve process in any other manner permitted by law or to start commence legal proceedings relating to or otherwise proceed against the Borrower in any of the Home Equity Loans against any Mortgagor in the courts of any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view SECTION 11.01. The validity, interpretation, construction performance and enforcement of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State Commonwealth of New York applicable to agreements made and to be performed therein, Massachusetts without giving effect to the conflicts principles of law principles conflict of laws thereof. SECTION 11.02. The following provisions shall apply with respect to any dispute regarding this Agreement: (a) Except as otherwise specifically provided herein, the Executive and the Company each hereby irrevocably submits to the exclusive jurisdiction of federal and state courts in the Commonwealth of Massachusetts with respect to any disputes or controversies arising out of or relating to this Agreement. The parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 11.02(a); provided, however, that nothing herein shall preclude the Company from bringing any suit, action or proceeding in any other court for the purposes of enforcing any judgment obtained by the Company and, in such event, the Executive hereby irrevocably submits to the jurisdiction of such other court. (b) The agreement of the parties hereto hereby irrevocably submit to the jurisdiction forum described in Section 11.02(a) is independent of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, law that may be applied in any suit, action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court orwaive, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the parties hereto hereby waive and agree not to assert by way laying of motion, as a defense or otherwise in venue of any such suit, action or proceedingproceeding brought in an applicable court described in Section 11.02(a), any claim and each party agrees that it is shall not personally subject attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the jurisdiction of such courtsfullest extent permitted by applicable law, that the a final and non-appealable judgment in any suit, action or proceeding is brought in an inconvenient forum, that any applicable court described in Section 11.02(a) shall be conclusive and binding upon the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof parties and may not be litigated enforced in or by such courtsany other jurisdiction. (c) Each of party hereto irrevocably consents to the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal any and all process with respect to in any actionsuit, suit action or proceeding set forth in paragraph (b) hereof. Each arising out of or relating to this Agreement by the Depositor, the Sellers and the Servicer agrees that service mailing of copies of such process upon the Trustee shall constitute personal service of to such process upon itparty at such party’s address specified in Article VIII. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view SECTION 16.01. The validity, interpretation, construction performance and enforcement of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State Commonwealth of New York applicable to agreements made and to be performed therein, Massachusetts without giving effect to the conflicts principles of law principles conflict of laws thereof. (a) Except as otherwise specifically provided herein, the Executive and the Company each hereby irrevocably submits to the exclusive jurisdiction of federal and state courts in the Commonwealth of Massachusetts with respect to any disputes or controversies arising out of or relating to this Agreement. The parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 16.02(a); provided, however, that nothing herein shall preclude the Company from bringing any suit, action or proceeding in any other court for the purposes of enforcing any judgment obtained by the Company and, in such event, the Executive hereby irrevocably submits to the jurisdiction of such other court. (b) The agreement of the parties hereto hereby irrevocably submit to the jurisdiction forum described in Section 16.02(a) is independent of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, law that may be applied in any suit, action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court orwaive, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the parties hereto hereby waive and agree not to assert by way laying of motion, as a defense or otherwise in venue of any such suit, action or proceedingproceeding brought in an applicable court described in Section 16.02(a), any claim and each party agrees that it is shall not personally subject attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the jurisdiction of such courtsfullest extent permitted by applicable law, that the a final and non-appealable judgment in any suit, action or proceeding is brought in an inconvenient forum, that any applicable court described in Section 16.02(a) shall be conclusive and binding upon the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof parties and may not be litigated enforced in or by such courtsany other jurisdiction. (c) Each of party hereto irrevocably consents to the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal any and all process with respect to in any actionsuit, suit action or proceeding set forth in paragraph (b) hereof. Each arising out of or relating to this Agreement by the Depositor, the Sellers and the Servicer agrees that service mailing of copies of such process upon the Trustee shall constitute personal service of to such process upon itparty at such party’s address specified in Article XII. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view This Agreement and any claim, counterclaim or dispute of the fact that Owners are expected any kind or nature whatsoever arising out of or in any way relating to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will (each a “Claim”), directly or indirectly, shall be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the internal laws of the State of New York applicable to agreements made and to York. Except as set forth below, no Claim may be performed thereincommenced, without giving effect to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and prosecuted or continued in any court in other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters; and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any each such action or proceeding may be heard or determined matter each of the Underwriters and the Company consents to the personal jurisdiction over it of such courts, the laying of venue in such New York state court orcourts and the validity of service of process upon it made in any manner by which notice is permitted to be made to it under Section 14 hereof at the address(es) for it set forth therein (and in the case of any Underwriter, the address to be used for any notice pursuant to Section 7). Each of the extent Underwriters and the Company hereby consents to personal jurisdiction, venue and the validity of service of process in any manner permitted by lawapplicable law at such address(es) in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against any Underwriter or any indemnified party. EACH OF THE UNDERWRITERS AND THE COMPANY (ON ITS BEHALF AND, in such federal courtTO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS SHAREHOLDERS AND AFFILIATES) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT. The parties hereto agree Each of the Underwriters and the Company agrees that a final final, non-appealable judgment in any such action, suit proceeding or proceeding counterclaim brought in any such court shall be conclusive and binding upon each of the Underwriters and the Company, respectively, and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject courts to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue which each of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers Underwriters and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any actionCompany, respectively, is or may be subject, by suit or proceeding set forth in paragraph (b) hereof. Each of the Depositorupon such final, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon itnon-appealable judgment. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (awhether in contract or tort) In view that may be based upon, arise out of the fact that Owners are expected or relate to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with or the law negotiation, execution or performance of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of New York applicable Delaware without regard to agreements made and to be performed therein, without giving effect principles of conflicts of laws. Any action against any Party relating to the conflicts foregoing shall be brought in any federal or state court of law principles thereof. (b) The parties competent jurisdiction located within the State of Delaware, and the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any such action. Each of the Parties agrees (i) that this Agreement involves at least $100,000.00, and (ii) that this Agreement has been entered into by the Parties in express reliance upon 6 Del. C. § 2708. Each of the Parties hereby irrevocably and unconditionally agrees (1) that it is and shall continue to be subject to the jurisdiction of the United States District Court for courts of the Southern District State of New York Delaware and any court of the federal courts sitting in the State of New York located Delaware, and (2)(A) to the extent that such Party is not otherwise subject to service of process in the City State of Delaware, to appoint and County maintain an agent in the State of New YorkDelaware as such Party’s agent for acceptance of legal processes and notify the other Parties of the name and address of such agent, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, (B) to the fullest extent permitted by law, that service of process may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the U.S. Postal Service constituting evidence of valid service, and that, to the fullest extent permitted by applicable law, service made pursuant to (2)(A) or (B) above shall have the same legal force and effect as if served upon such Party personally within the State of Delaware. Each of the Parties hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such dispute brought in such federal courtcourt or any defense of inconvenient forum for the maintenance of such dispute. The parties Each of the Parties hereto agree agrees that a final judgment in any such action, suit or proceeding shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courtsLaw. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view This Limited Guarantee and all disputes or controversies arising out of or relating to this Limited Guarantee or the fact that Owners are expected to reside in many states transactions contemplated hereby shall be interpreted, construed and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions Laws of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by State of New York without regard to the conflicts of law principles thereof. All Actions arising under the laws of the State of New York out of or relating to this Limited Guarantee shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Each of the parties hereto agrees that serving of process or other papers in connection with any such Action in any manner permitted by applicable to agreements made Laws, will be valid and to be performed therein, without giving effect to sufficient service thereof. Each of the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably (a) submit to the exclusive jurisdiction of any federal or state court sitting in the United States District Court for the Southern District Borough of Manhattan of The City of New York and for the purpose of any court in Action arising under the laws of the State of New York located in the City out of or relating to this Limited Guarantee brought by any party hereto and County of New York(b) irrevocably waives, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree agrees not to assert assert, by way of motion, as a defense defense, counterclaim or otherwise otherwise, in any such suitAction with respect to this Limited Guarantee and the rights and obligations arising hereunder, action or proceeding, for recognition and enforcement of any judgment in respect of this Limited Guarantee and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 12, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such courtscourt 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 (A) the suit, action or proceeding Action in such court is brought in an inconvenient forum, that (B) the venue of the suitsuch Action is improper, action or proceeding is improper or that the related documents (C) this Limited Guarantee, or the subject matter thereof hereof, may not be litigated enforced in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK). (b) Any legal action or proceeding with respect to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will or any other Loan Document and any action for enforcement of any judgment in respect thereof may be governed by and construed and interpreted brought in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws courts of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction or of the United States District Court of America for the Southern District of New York and any court in the State of New York located in the City and County of New York, and, by execution and any delivery of this Agreement, the Borrower hereby accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and appellate court courts from any thereof, . The Borrower irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit such action or proceeding brought against by the hand delivery, or mailing of copies thereof by registered or certified mail, postage prepaid, to the Borrower at its address set forth below. The Borrower hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any of other Loan Document brought in the related documents courts referred to above and hereby further irrevocably waives and agrees not to plead or the transactions contemplated hereunder or for recognition or enforcement of claim in any judgment, and the parties hereto hereby irrevocably and unconditionally agree such court that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment brought in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is court has been brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee Nothing herein shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the DepositorAdministrative Agent, any Bank or any holder of the Sellers or the Servicer, as the case may be, a Note to serve process in any other manner permitted by law or to start commence legal proceedings relating to or otherwise proceed against the Borrower in any of the Home Equity Loans against any Mortgagor in the courts of any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any court in the State of New York located State court sitting in the New York City and County for purposes of New York, and any appellate court from any thereof, in any action, suit all legal proceedings arising out of or proceeding brought against it or in connection with relating to this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement hereby. Each of any judgment, and the parties hereto hereby further irrevocably and unconditionally agree waives any claim that all claims in respect of any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding may be heard or determined with respect to this Agreement in any of the aforesaid courts, that any such New York state court orlacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such federal court. The parties hereto agree a court and any claim that a final judgment in any such actionproceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on to the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, the parties hereto hereby waive and agree not any right it may have to assert a trial by way of motion, as a defense or otherwise jury in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionlitigation directly or indirectly arising out of, under or in connection with this agreement.

Governing Law; Submission to Jurisdiction. (a) In view This Warrant and all disputes or controversies arising out of the fact that Owners are expected or relating to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will Warrant shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the internal laws of the State of New York applicable to agreements made and to be performed thereinYork, without giving effect regard to the principles of conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit laws that would apply the laws of other jurisdictions. Each of the Company and the Holder agrees that it shall bring any litigation with respect to the jurisdiction any claim arising out of or related to this Agreement, exclusively in the United States District Court for the Southern District of New York and or any court in the State of New York located State court sitting in New York County (together with the City and County of New Yorkappellate courts thereof, the “Chosen Courts”), and any appellate court from any thereof, in any action, suit or proceeding brought against it or solely in connection with claims arising under this Agreement or any the Transactions, each of them (a) irrevocably submits to the exclusive jurisdiction of the related documents or the transactions contemplated hereunder or for recognition or enforcement of Chosen Courts, (b) waives any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims objection to laying venue in respect of any such action or proceeding may be heard in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or determined in such New York state court oras not having jurisdiction over either the Company or the Holder, (d) agrees that to the extent permitted by lawthe rules of the court in which any such action or proceeding is brought, service of process in such federal court. The parties hereto agree that a final judgment in any such action, suit action or proceeding shall be conclusive and may be enforced effective if notice is given in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable lawaccordance with Section 6.9 of this Warrant, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing although nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law and (e) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (a) nothing in this Section 6.11 shall prohibit any Party from seeking or to start legal proceedings relating to obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (b) each of the Home Equity Loans against Company and the Holder waives any Mortgagor and all objections or defenses to the recognition, recording, registration or enforcement of such judgment issued by a Chosen Court in any jurisdiction in the courts of any jurisdictionworld.

Governing Law; Submission to Jurisdiction. (a) In view THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT OR ANY OTHER FACILITY DOCUMENT (EXCEPT, AS TO ANY OTHER FACILITY DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. (b) Each party hereto irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or the other Facility Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws courts of the State of New York applicable to agreements made and to be performed thereinin the Borough of Manhattan, without giving effect to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction courts of the United States District Court of America for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any the appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or courts of any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree them; (ii) consents that all claims in respect of any such action or proceeding may be heard or determined brought in such New York state any court or, described in Section 10.3(b)(i) and waives to the fullest extent permitted by law, in Applicable Law any objection that it may now or hereafter have to the venue of any such federal court. The parties hereto agree that a final judgment action or proceeding in any such action, suit court or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any that such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is was brought in an inconvenient forum, that court and agrees not to plead or claim the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts.same; (ciii) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of process in any such process upon the Trustee shall constitute personal service action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such process upon it.party at its address set forth in Section 10.4 or at such other address as may be permitted thereunder; (div) Nothing contained in this Agreement agrees that nothing herein shall limit or affect the right to effect service of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law law; and (v) waives, to the maximum extent not prohibited by law, any right it may have to claim or to start recover in any legal proceedings action or proceeding against any Secured Party arising out of or relating to this Agreement or any of the Home Equity Loans against other Facility Document any Mortgagor in the courts of any jurisdictionspecial, exemplary, punitive or consequential damages.

Governing Law; Submission to Jurisdiction. (a) In view This Agreement and all rights, remedies, liabilities, powers and duties of the fact that Owners are expected to reside in many states parties hereto and outside the United States and the desire to establish with certainty that this Agreement will thereto, shall be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York Delaware applicable to agreements made contracts executed in and to be performed thereinentirely within that State. Buyer, without giving effect to Merger Sub and the conflicts of law principles thereof. (b) The parties hereto hereby Principal Stockholder irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and agree that any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit legal action or proceeding brought against it or in connection with respect to this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgmentjudgment in respect hereof by brought by the other party hereto or its successors and assigns may be brought and determined in the Chancery or other courts in the State of Delaware, and Buyer, Merger Sub and the parties hereto Principal Stockholder hereby irrevocably and unconditionally agree that all claims in respect of submit with regard to any such action or proceeding may be heard or determined for itself and in such New York state court orrespect to its property, generally and unconditionally, to the extent exclusive jurisdiction of the aforesaid courts and to accept service of process in any manner permitted by lawsuch courts. Buyer, in such federal court. The parties hereto agree that a final judgment in any such actionMerger Sub and the Company hereby irrevocably waive, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert assert, by way of motion, as a defense defense, counterclaim or otherwise otherwise, in any such suit, action or proceedingproceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to lawfully serve process; (b) that it or its property is exempt or immune from jurisdiction of any such courtscourt 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); (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, that (ii) the venue of the such suit, action or proceeding is improper or that the related documents (iii) this Agreement, or the subject matter thereof hereof, may not be litigated enforced in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit ; or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the any right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted a trial by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionjury.

Governing Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (awhether in contract or tort) In view that may be based upon, arise out of the fact that Owners are expected or relate to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with or the law negotiation, execution or performance of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of New York applicable Delaware without regard to agreements made and to be performed therein, without giving effect principles of conflicts of laws. Any action against any party relating to the conflicts foregoing shall be brought in any federal or state court of law principles thereof. (b) The competent jurisdiction located within the State of Delaware, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any such action. Each of the parties hereby irrevocably and unconditionally agrees (A) that it is and shall continue to be subject to the jurisdiction of the United States District Court for courts of the Southern District State of New York Delaware and any court of the federal courts sitting in the State of New York located Delaware, and (B) to the extent that such party is not otherwise subject to service of process in the City State of Delaware, to appoint and County maintain an agent in the State of New YorkDelaware as such party’s agent for acceptance of legal processes and notify the other parties of the name and address of such agent, and that, to the fullest extent permitted by applicable law, service made pursuant to (B) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable law, any appellate objection that it may now or hereafter have to the laying of venue of any such dispute brought in such court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any defense of inconvenient forum for the related documents or the transactions contemplated hereunder or for recognition or enforcement maintenance of any judgment, and such dispute. Each of the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree agrees that a final judgment in any such action, suit or proceeding shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view This letter agreement and all disputes or controversies arising out of or relating to this letter agreement or the fact that Owners are expected to reside in many states transactions contemplated hereby shall be interpreted, construed and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions Laws of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by State of New York without regard to the conflicts of law principles thereof. All Actions arising under the laws of the State of New York out of or relating to this letter agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Each of the parties hereto agrees that serving of process or other papers in connection with any such Action in any manner permitted by applicable to agreements made Laws, will be valid and to be performed therein, without giving effect to sufficient service thereof. Each of the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit (a) submits to the exclusive jurisdiction of any federal or state court sitting in the United States District Court for the Southern District Borough of Manhattan of The City of New York and for the purpose of any court in Action arising under the laws of the State of New York located in the City out of or relating to this letter agreement brought by any party hereto and County of New York(b) irrevocably waives, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree agrees not to assert assert, by way of motion, as a defense defense, counterclaim or otherwise otherwise, in any such suitAction with respect to this letter agreement and the rights and obligations arising hereunder, action or proceeding, for recognition and enforcement of any judgment in respect of this letter agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 5, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such courtscourt 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 (A) the suit, action or proceeding Action in such court is brought in an inconvenient forum, that (B) the venue of the suitsuch Action is improper, action or proceeding is improper or that the related documents (C) this letter agreement, or the subject matter thereof hereof, may not be litigated enforced in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view This Agreement and all disputes or controversies arising out of the fact that Owners are expected or relating to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the internal laws of the State of New York applicable to agreements made and to be performed thereinYork, without giving effect regard to the principals of conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit laws. Each Party agrees that it shall bring any litigation with respect to the jurisdiction any claim arising out of or related to this Agreement, exclusively in the United States District Court for the Southern District of New York and or any court in the State of New York located State court sitting in New York County (together with the City and County of New Yorkappellate courts thereof, the “Chosen Courts”), and any appellate court from any thereof, in any action, suit or proceeding brought against it or solely in connection with claims arising under this Agreement or any (i) irrevocably submits to the exclusive jurisdiction of the related documents or the transactions contemplated hereunder or for recognition or enforcement of Chosen Courts, (ii) waives any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims objection to laying venue in respect of any such action or proceeding may be heard in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or determined in do not have jurisdiction over either Party, (iv) agrees that service of process upon such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment Party in any such action, suit action or proceeding shall be conclusive and may be enforced effective if notice is given in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable lawaccordance with Section 8(k) of this Agreement, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing although nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (i) nothing in this Section 8(l) shall prohibit any Party from seeking or to start legal proceedings relating to obtaining orders for conservatory or interim relief from any court of the Home Equity Loans against competent jurisdiction and (ii) each Party agrees that any Mortgagor judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the courts world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state State court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers Seller and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers Seller and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers Seller or the ServicerServicer or third-party beneficiary hereunder, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will The Margin Loan Documents shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the with, laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to its conflict of laws provisions other than Section 5 1401 of the conflicts of law principles thereofNew York General Obligations Law. (b) The Each of the parties hereto to this Agreement hereby irrevocably submit and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of any U.S. Federal or New York and any State court sitting in the State of New York located in the City and County of New York, and any appellate court from any thereof, New York in any action, suit action or proceeding brought against it arising out of or in connection with this Agreement or relating to any of the related documents or the transactions contemplated hereunder Margin Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agree agrees that all claims in respect of any such action or proceeding may be heard or and determined in such New York state court State or, to the extent permitted by law, in such federal Federal court. The Each of the parties hereto agree agrees that a final judgment in any such action, suit action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not Nothing in this Agreement or any other Margin Loan Document shall affect any right that Administrative Agent or any Lender may otherwise have to assert by way of motion, as a defense or otherwise in bring any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought relating to this Agreement or any other Margin Loan Document against Borrower or its properties in an inconvenient forum, that the venue courts of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courtsany jurisdiction. (c) Each of the Depositor, the Sellers and the Servicer parties to this Agreement hereby irrevocably appoints and designates unconditionally waives, to the Trustee as its true fullest extent it may legally and lawful attorney and duly authorized agent for acceptance effectively do so, any objection that it may now or hereafter have to the laying of service venue of legal process with respect to any actionsuit, suit action or proceeding set forth arising out of or relating to this Agreement or any other Margin Loan Document in paragraph any court referred to in Subsection (b) hereofof this Section. Each of the Depositorparties hereto hereby irrevocably waives, to the fullest extent permitted by law, the Sellers and defense of an inconvenient forum to the Servicer agrees that service maintenance of such process upon the Trustee shall constitute personal service of action or proceeding in any such process upon itcourt. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9.02(a). Nothing contained in this Agreement shall limit or any other Margin Loan Document will affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, party hereto to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionapplicable Law. (e) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MARGIN LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER MARGIN LOAN DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.08(e).

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states As between Parent and outside the United States and the desire to establish with certainty that CVR Representative, this Agreement will shall be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable Florida without regard to agreements made and to be performed therein, without giving effect to the conflicts its rules of law principles thereof. (b) conflict of laws provisions. The parties hereto hereby irrevocably submit agree that any suit, action, or proceeding seeking to the jurisdiction of enforce any provision of, or based on any matter arising out of, this Agreement may be brought in the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New YorkFlorida, and any each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate court from any thereof, courts) in any such suit, action, suit or proceeding brought against and irrevocably waives any objection which it may now or in connection with this Agreement or any hereafter have to the laying of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect venue of any such action suit, action, or proceeding in any such court or that any such suit, action, or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action, or proceeding may be heard served on any party anywhere in the world, whether within or determined without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party in the manner provided for notices in Section 20 shall be deemed effective service of process on such New York state court orparty. As between the Parent or CVR Representative, on the one hand, and Rights Agent, on the other hand, this Agreement shall be governed by and construed in accordance with the laws of the State of Utah applicable to contracts made in Utah by persons domiciled in Salt Lake City and without regard to its principles of conflicts of laws. Each of the Parties agrees to submit himself to the extent permitted by law, in such personam jurisdiction of the state and federal courtcourts situated within the State of Utah with regard to any controversy arising out of or relating to this Agreement. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive Each party hereby irrevocably waives personal service of process and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not consents to assert by way of motion, as a defense or otherwise process being served in any such suit, action or proceeding, any claim proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers service shall constitute good and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of sufficient service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereofand notice thereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained herein shall be deemed to limit in this Agreement shall limit or affect the any way any right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or law. The parties hereby waive all rights to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictiona trial by jury.

Governing Law; Submission to Jurisdiction. a. With respect to a Guardian entity that is (ai) In view of the fact that Owners are expected to reside organized in many states and outside the United States and of America (each a “U.S. Supplier”) or (ii) that is not a U.S. Supplier but with respect to which there is a claim that pertains solely to one or more of Customer’s facilities that are located in the desire to establish with certainty that this United States of America, the Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed thereinMichigan, USA, without giving effect regard to the any conflicts of law rules or principles thereof. (b) The parties hereto hereby irrevocably submit that would result in the application of the law of another jurisdiction, and any legal suit, action or proceeding arising out of or relating to the jurisdiction of Agreement or the transactions contemplated by the Agreement must be instituted only in the United States District Court for the Southern Eastern District of New York and any Michigan or in a Michigan state court sitting in the State of New York located in the City and County of New YorkOakland County, Michigan, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby each party irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, submits to the extent permitted by law, in exclusive jurisdiction of such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise courts in any such suit, action or proceeding, any claim without prejudice to Guardian’s right to bring litigation in the courts of Customer’s location. b. With respect to a Guardian entity that it is not personally subject a U.S. Supplier and that does not meet the criteria of Section 19(a)(ii) above, the Agreement will be governed by the laws of the country where the Guardian entity is organized, without regard to any conflicts of law rules or principles that would result in the jurisdiction application of such courtsthe law of another jurisdiction, that the and any legal suit, action or proceeding arising out of or relating to the Agreement or the transactions contemplated by the Agreement must be instituted only in the venue of the courts where the Guardian entity is organized, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding, without prejudice to Guardian’s right to bring litigation in the courts of Customer’s location. c. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in, as applicable, such courts identified in Sections 19(a) and (b) above, and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. CUSTOMER AND GUARDIAN EACH WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM OR PROCEEDING RELATING TO THE AGREEMENT d. The parties agree that the venue United Nations Convention on Contracts for the International Sale of Goods shall not apply to the transactions under the Agreement. e. If specifically noted in the sales agreement, the provisions of the suitmost current version of INCOTERMS, action International Chamber of Commerce Publication, are incorporated herein by reference, except to the extent that any such provisions are contrary to or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process inconsistent with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any terms of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionAgreement.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states This Agreement and outside the United States and the desire to establish with certainty that this Agreement will any related dispute shall be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws Applicable Laws of the State of New York applicable to agreements made and to be performed thereinDelaware, without giving effect regard to the its conflicts of law principles thereofprinciples. (b) The parties hereto hereby For the purposes of any suit, action or other proceeding arising out of or relating to this Agreement (each, an “Action”), each Party to this Agreement irrevocably submit submits, to the fullest extent permitted by Applicable Law, to the exclusive jurisdiction of the United States District Court for the Southern District of New York and any federal or state court sitting in the State of New York located Delaware and the appellate courts having jurisdiction of appeals in such courts. For the purposes of any Action, each Party irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection to the laying of venue in any federal or state court sitting in the City and County State of New YorkDelaware, and any appellate court from any thereofhereby further irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, and agrees not to plead or claim in any actionsuch court that any such Action brought in any such court has been brought in an inconvenient forum. Each Party irrevocably consents, suit or proceeding brought against it or to the fullest extent permitted by Applicable Law, to service of process in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined Action by registered mail to such Party at its address set forth in such New York state court or, to the extent permitted by lawthis Agreement, in such federal courtaccordance with the provisions of this Section 9.05. The consent to jurisdiction set forth in this Section 9.05 shall not constitute a general consent to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 9.05. The parties hereto agree that a final judgment in any such action, suit or proceeding Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courtsApplicable Law. (c) Each Notwithstanding anything to the contrary contained in this Agreement, each Party: (i) agrees that it will not bring or support any Person in any Action of any kind or description, whether in Law or in equity, whether in contract or in tort or otherwise, against any of the DepositorFinancing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Sellers Debt Commitment Letters or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York state courts located in the Servicer hereby irrevocably appoints and designates Borough of Manhattan within the Trustee City of New York, (ii) agrees that, except as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding specifically set forth in paragraph the Debt Commitment Letters, all claims or causes of action (bwhether at law, in equity, in contract, in tort or otherwise) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, against any of the Sellers Financing Sources in any way relating to this Agreement, the Debt Financing or the Servicerperformance thereof or the transactions contemplated hereby or thereby shall be exclusively governed by, as and construed in accordance with, the case internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction and (iii) hereby irrevocably and unconditionally waives any right such Party may behave to a trial by jury in respect of any litigation (whether in Law or in equity, to serve process whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any other manner permitted by law way to the Debt Commitment Letters or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in performance thereof or the courts of any jurisdictionfinancings contemplated thereby.

Governing Law; Submission to Jurisdiction. (a) In view This Agreement and all disputes or controversies arising out of the fact that Owners are expected or relating to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will or the transactions contemplated hereby shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the internal laws of the State of New York applicable to agreements made and to be performed thereinDelaware, without giving effect regard to the laws of any other jurisdiction that might be applied because of the conflicts of law laws principles thereof. of the State of Delaware. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by the other party or its successors or assigns shall be brought and determined in the Court of Chancery of the State of Delaware (b) The parties hereto hereby irrevocably submit to or, if such court lacks subject matter jurisdiction, in the jurisdiction Superior Court of the State of Delaware or the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New YorkDelaware), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any appellate court from any thereof, in such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding brought against it relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in connection with Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgmenthereby, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such courtscourt 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) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, that (ii) the venue of the such suit, action or proceeding is improper or that the related documents (iii) this Agreement, or the subject matter thereof hereof, may not be litigated enforced in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this This Agreement will shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the laws of the State state of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereofTexas. (b) The parties hereto hereby irrevocably submit Any legal action or proceeding with respect to this Agreement or any other Loan Documents to which a Grantor is a party shall be brought in the jurisdiction courts of the State of Texas or of the United States District Court of America for the Southern District of New York and any court in the State of New York located in the City and County of New YorkTexas, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any each of the related documents or Lenders, the transactions contemplated hereunder or for recognition or enforcement of any judgment, Administrative Agent and the parties hereto Grantors hereby accepts for itself and (to the extent permitted by law) in respect of its Property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the Lenders, the Administrative Agent and the Grantors hereby irrevocably and unconditionally agree that all claims in respect waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding may be heard or determined in such New York state court or, respective jurisdictions. This submission to jurisdiction is non-exclusive and does not preclude the extent permitted by law, in Administrative Agent or any Lender from obtaining jurisdiction over such federal court. The parties hereto agree that a final judgment Grantor in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or court otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courtshaving jurisdiction. (c) Each of the DepositorLenders, the Sellers Administrative Agent and the Servicer hereby Grantors irrevocably appoints and designates consents to the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to of any action, suit of the aforementioned courts in any such action or proceeding set forth in paragraph (b) hereof. Each by the mailing of copies thereof by registered or certified mail, postage prepaid, to such Person at the Depositor, the Sellers and the Servicer agrees that service address specified on its signature page of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement or the Credit Agreement, as applicable, such service to become effective thirty (30) days after such mailing. Nothing herein shall limit or affect the right of the Depositor, Administrative Agent or any Lender or any holder of the Sellers a Note or the Servicer, as the case may be, Grantor to serve process in any other manner permitted by law or to start commence legal proceedings or otherwise proceed against such Grantor in any other jurisdiction. (d) Each Grantor and each Lender hereby (i) irrevocably and unconditionally waive, to the fullest extent permitted by law, trial by jury in any legal action or proceeding relating to this Agreement or any other Loan Document and for any counterclaim therein; (ii) irrevocably waive, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certify that no party hereto nor any representative or agent of the Home Equity Loans against counsel for any Mortgagor party hereto has represented, expressly or otherwise, or implied that such party would not, in the courts event of any jurisdictionlitigation, seek to enforce the foregoing waivers, and (iv) acknowledge that it has been induced to enter into this Agreement, the Loan Documents and the transactions contemplated hereby and thereby by, among other things, the mutual waivers and certifications contained in this Section 10.11.

Governing Law; Submission to Jurisdiction. (ai) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this This Agreement will shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereofYork. (bii) The parties hereto hereby irrevocably submit All Actions commenced before the Closing arising out of or relating to this Agreement shall be heard and determined exclusively in any federal court sitting in the jurisdiction Borough of Manhattan of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and any appellate court from any thereof, determined exclusively in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to sitting in the extent permitted by law, in such federal courtBorough of Manhattan of the City of New York. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on Consistent with the judgment or in any other manner provided by law. To the extent permitted by applicable lawpreceding sentence, the parties hereto hereby waive (A) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of the City of New York for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto prior to the Closing; (B) consent to service of process in accordance with the procedure set forth in Section 17(e); and (C) irrevocably waive, and agree not to assert by way of motion, as a defense defense, or otherwise otherwise, in any such suit, action or proceedingAction, any claim that it is not subject personally subject to the jurisdiction of such the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding Action is brought in an inconvenient forum, that the venue of the suitAction is improper, action or proceeding is improper or that the related documents this Agreement or the subject matter thereof Transactions may not be litigated enforced in or by such any of the above-named courts. (ciii) Each All Actions commenced after the Closing arising out of or relating to this Agreement shall be heard and determined exclusively in any federal court sitting in Los Angeles, California; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any California state court sitting in Los Angeles, California. Consistent with the Depositorpreceding sentence, the Sellers and parties hereto hereby (A) submit to the Servicer hereby irrevocably appoints and designates exclusive jurisdiction of any federal or state court sitting in Los Angeles, California for the Trustee as its true and lawful attorney and duly authorized agent for acceptance purpose of any Action arising out of or relating to this Agreement brought by any party hereto after the Closing; (B) consent to service of legal process in accordance with respect to any action, suit or proceeding the procedure set forth in paragraph Section 17(e); and (bC) hereof. Each 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 Depositorabove-named courts, that its property is exempt or immune from attachment or execution, that the Sellers and Action is brought in an inconvenient forum, that the Servicer agrees venue of the Action is improper, or that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, Transactions may not be enforced in or by any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionabove-named courts.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this This Agreement will shall be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial Delaware Act and financial law relevant to transactions of the type contemplated herein, this Agreement internal laws and each Certificate shall be construed in accordance with and governed by the laws decisions of the State of New York applicable to agreements made and to be performed therein, Delaware without giving effect to the conflicts any choice or conflict of law principles thereof. provision or rule (bwhether of the State of Delaware or any other jurisdiction) The parties hereto hereby irrevocably that would cause the application of laws of any jurisdictions other than those of the State of Delaware; provided that the rights and obligations of the Participants, Industry Members and other Persons contracting with the Company in respect of the matters covered by this Agreement shall at all times also be subject to any applicable provisions of the Exchange Act and any rules and regulations promulgated thereunder. Each of the Company and the Participants: (a) consents to submit itself to the exclusive personal jurisdiction of the United States District Court for the Southern District of New York and any court in Chancery of the State of Delaware, New York located Castle County, or, if that court does not have jurisdiction, a federal court sitting in the City and County of New YorkWilmington, and any appellate court from any thereof, Delaware in any action, suit action or proceeding brought against it arising out of or in connection with relating to this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree by this Agreement; (b) agrees that all claims in respect of any such action or proceeding may shall be heard or and determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment only in any such action, suit court; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) agrees not to bring any action or proceeding shall be conclusive and may be enforced in other jurisdictions arising out of or relating to this Agreement or any of the transaction contemplated by suit on the judgment or this Agreement in any other manner provided by law. To court.‌ Each of the extent permitted by applicable law, Company and the parties hereto hereby waive and agree not to assert by way Participants waives any defense of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject inconvenient forum to the jurisdiction maintenance of such courts, that the suit, any action or proceeding is so brought in an inconvenient forumand waives any bond, surety or other security that might be required of any other Person with respect thereto. The Company or any Participant may make service on the venue Company or any other Participant by sending or delivering a copy of the suit, action or proceeding is improper or that process to the related documents or party to be served at the subject matter thereof may not be litigated address and in or by such courts. (c) Each the manner provided for the giving of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth notices in paragraph (b) hereofSection 12.1. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement Section 12.2, however, shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, Person to serve legal process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionlaw.

Governing Law; Submission to Jurisdiction. (a) In view All questions concerning the construction, validity, enforcement and interpretation of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will Transaction Documents shall be governed by and construed and interpreted enforced in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the internal laws of the State of New York applicable to agreements made and to be performed thereinYork, without giving effect regard to the principles of conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to . Each party agrees that all legal proceedings concerning the jurisdiction interpretations, enforcement and defense of the United States District Court for transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the Southern District state and federal courts sitting in the County of New York and any court York, in the State of New York located York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City and County of New York, and in the State of New York, for the adjudication of any appellate court from any thereof, in any action, suit or proceeding brought against it dispute hereunder or in connection herewith or with this Agreement any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgmentTransaction Documents), and the parties hereto hereby irrevocably waives, and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree agrees not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such courtscourt, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the such suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by is an inconvenient venue for such courts. (c) proceeding. Each of the Depositor, the Sellers and the Servicer party hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon it. (d) and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement shall limit or affect the any way any right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionlaw.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States This Agreement and the desire to establish with certainty that this Agreement will Notes shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the laws of the State of New York applicable to agreements made and to be performed thereinTexas, without giving effect except to the conflicts extent that United States federal law preempts Texas law and permits any Lender to contract for, charge or receive interest at a rate greater than that permitted by Texas law or to charge the rate allowed by the laws of law principles thereofthe state where such Lender is located, in which event Federal Law shall control. Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving tri-party accounts) shall not apply to this Agreement or the Notes. (b) The parties hereto hereby irrevocably submit Any legal action or proceeding with respect to the jurisdiction Loan Documents shall be brought in the courts of the State of Texas or of the United States District Court of America for the Southern District of New York Texas, Houston Division, and, by execution and any court delivery of this Agreement, the Borrower hereby accepts for itself and (to the extent permitted by law) in respect of its Property, generally and unconditionally, the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any jurisdiction of the related documents or aforesaid courts. To the transactions contemplated hereunder or for recognition or enforcement of any judgmentextent permitted by law, and the parties hereto Borrower hereby irrevocably and unconditionally agree that all claims in respect waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding may be heard or determined in such New York state court or, respective jurisdictions. This submission to jurisdiction is non-exclusive and does not preclude the extent permitted by law, in such federal court. The parties hereto agree that a final judgment Administrative Agent or any Lender from obtaining jurisdiction over the Borrower in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or court otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courtshaving jurisdiction. (c) Each The Borrower hereby irrevocably consents to the service of process of any of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to aforementioned courts in any action, suit such action or proceeding set forth in paragraph (b) hereofby the mailing of copies thereof by registered or certified mail, postage prepaid, to the Borrower at its said address, such service to become effective 30 days after such mailing. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee Nothing herein shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the DepositorAdministrative Agent, any Lender or any holder of the Sellers or the Servicer, as the case may be, a Note to serve process in any other manner permitted by law or to start commence legal proceedings or otherwise proceed against the Borrower or its Properties in any other jurisdiction. (d) Each of the Borrower, the Administrative Agent and each Lender hereby (i) irrevocably and unconditionally waives, to the fullest extent permitted by law, trial by jury in any legal action or proceeding relating to this Agreement or any Loan Document and for any counterclaim therein; (ii) irrevocably waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages, together with court costs, attorney fees and other costs of the Home Equity Loans against litigating or contesting such matter; (iii) certifies that no party hereto nor any Mortgagor representative, agent or counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the courts event of any jurisdictionlitigation, seek to enforce the foregoing waivers, and (iv) acknowledges that it has been induced to enter into this Credit Agreement and the other Loan Documents and the transactions contemplated hereby and thereby by, among other things, the mutual waivers and certifications contained in this Section 13.13.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this This Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed thereinDelaware, without giving effect regard to the conflicts of law principles laws rules thereof. . Each of the parties hereto (a) irrevocably submits itself to the personal jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) and any state appellate court therefrom within the State of Delaware in the event any dispute arises out of this Agreement, (b) The parties hereto hereby irrevocably submit agrees that it will not attempt to the deny or defeat such personal jurisdiction of the United States District Court by motion or other request for the Southern District of New York and leave from any such court, (c) agrees that it will not bring any action relating to this Agreement in any court in the State of New York located in the City and County of New Yorkother than such court, and any appellate court from any thereof, other than actions in any action, suit or proceeding brought against it or in connection with this Agreement or any court of the related documents or the transactions contemplated hereunder or for recognition or enforcement of competent jurisdiction to enforce any judgment, decree or award rendered by any such court, and (d) waives any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of this Agreement. Each of the parties hereto further agrees that notice sent via a nationally recognized overnight courier service to the address set forth below such party’s signature hereto shall constitute sufficient service of process and waives any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court orwaives, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree agrees not to assert assert, by way of motion, motion or as a defense defense, counterclaim or otherwise otherwise, in any such suit, action related to or proceeding, any claim that it is not personally subject to the jurisdiction arising out of such courtsthis Agreement, that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, that (y) the venue of the suit, such action or proceeding is improper or that the related documents (z) this Agreement or the subject matter thereof hereof may not be litigated enforced in or by such courtscourt. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this This Agreement will shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereofIllinois. (b) The parties hereto Subject to Section 8.15, Any legal action or proceeding with respect to the Exchange Agreement Documents shall be brought in the courts of the State of Illinois or of the United States of America for the Northern District of Illinois, and, by execution and delivery of this Agreement, each of the Company and each holder hereby irrevocably submit accepts for itself and (to the extent permitted by law) in respect of its Property, generally and unconditionally, the jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any aforesaid courts. Each of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, Company and the parties hereto each holder hereby irrevocably and unconditionally agree that all claims in respect waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courtsrespective jurisdictions. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee Nothing herein shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, holder to serve process in any other manner permitted by law law. (d) The Company and each holder hereby (i) irrevocably and unconditionally waive, to the fullest extent permitted by law, trial by jury in any legal action or to start legal proceedings proceeding relating to this Agreement and for any counterclaim therein; (ii) irrevocably waive, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certify that no party hereto nor any representative or agent of the Home Equity Loans against counsel for any Mortgagor party hereto has represented, expressly or otherwise, or implied that such party would not, in the courts event of any jurisdictionlitigation, seek to enforce the foregoing waivers, and (iv) acknowledge that it has been induced to enter into this Agreement, and the transactions contemplated hereby, among other things, the mutual waivers and certifications contained in this Section 8.12.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate Note shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state State court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers Issuer, the Seller and the Servicer hereby irrevocably appoints and designates the Indenture Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereofabove. Each of the DepositorIssuer, the Sellers Seller and the Servicer agrees that service of such process upon the Indenture Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers Issuer, the Seller, the Servicer or the ServicerNote Insurer or third-party beneficiary hereunder, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Purchaser, for itself and on behalf of the fact that Owners are expected to reside in many states its Affiliates, and outside the United States Parent and the desire to establish with certainty that this Agreement will be governed by Seller, for themselves and construed and interpreted in accordance with the law on behalf of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated hereintheir respective Subsidiaries, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District courts of New York and any court in the State of New York and the federal courts of the United States of America located in the State, City and County of New York, York solely in respect of the interpretation and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with enforcement of the provisions of this Agreement or any and in respect of the related documents or the transactions contemplated hereunder or for recognition or enforcement hereby. Purchaser, Parent and Seller irrevocably agree, subject to subsection (c) of any judgmentthis Section 12.6, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby, or with respect to any such action or proceeding may Action, shall be heard or and determined in such a New York state court orState or federal court, and that such jurisdiction of such courts with respect thereto shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Purchaser, Parent and Seller hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or in respect of any such transaction, that it is not subject to such jurisdiction. Purchaser, Parent and Seller hereby waive, and agree not to assert, to the maximum extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any Action for the interpretation or enforcement hereof or in respect of any such suittransaction, action that such Action may not be brought or proceeding, any claim that it is not personally subject to the jurisdiction of maintainable in such courts, that the suit, action courts or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated appropriate or that this Agreement may not be enforced in or by such courts. Purchaser, Parent and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 12.3 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. Notwithstanding the terms of this Section 12.6(a), disputes with respect to the Closing Statement and the calculation of the Closing Date Value shall be resolved in accordance with the terms of Section 2.5. (b) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (c) Each of Parent, Seller and Purchaser acknowledge that disputes relating to this Agreement and disputes relating to the DepositorMLOA Reinsurance Agreement may overlap, and agree that if any Indemnified Party has a right to indemnification or recovery under both this Agreement and any Ancillary Agreement (including the MLOA Reinsurance Agreement), the Sellers Indemnified Parties shall have the right to seek and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to obtain indemnification or recovery under any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service all of such process upon the Trustee shall constitute personal service of agreements; provided that no Indemnified Party may obtain duplicative indemnification or other recovery under such process upon itagreements. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of Except as and to the fact that Owners are expected to reside extent provided in many states and outside the United States and the desire to establish with certainty that Section 4.6(b), this Agreement will shall be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable Delaware that apply to agreements contracts made and to be performed therein, without giving effect entirely within such state. Except as and to the conflicts of law principles thereof. (b) The extent provided in Section 4.6(b), the parties hereto hereby irrevocably submit submit, in any legal action or proceeding relating to this Agreement, to the exclusive jurisdiction of the Delaware Court of Chancery in and for New Castle County (and the appellate courts thereof) for any actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated hereby, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over any such action, suit, proceeding or matter, the United States District Court for the Southern District of New York Delaware (and any court the appellate courts thereof), or in the State of New York located event (but only in the City event) that such United States District Court for the District of Delaware also does not have subject matter jurisdiction over such action, suit, proceeding or matter, any Delaware state court sitting in New Castle County (and County of New York, the appellate courts thereof) (and any appellate court from any thereof, in the parties agree not to commence any action, suit or proceeding brought against it or relating thereto except in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, such courts) and the parties hereto hereby irrevocably and unconditionally agree consent that all claims in respect of any such action or proceeding may be heard or determined brought in such New York state court or, courts and waive any objection that they may now or hereafter have to the extent permitted by law, venue of such action or proceeding in any such federal courtcourt or that such action or proceeding was brought in an inconvenient forum. The parties hereto agree Each party agrees that a final judgment in any such action, suit or proceeding action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States This Agreement and the desire other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to establish with certainty that this Agreement will be governed by or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and construed the transactions contemplated hereby and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate thereby shall be construed in accordance with and be governed by the laws law of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereofYork. (b) The parties hereto Each Grantor hereby irrevocably submit and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York York, and any court in of the Supreme Court of the State of New York located sitting in the City and County of New YorkYork county, and of any appellate court from any thereof, in any action, suit action or proceeding brought against it arising out of or in connection with relating to this Agreement or any of the related documents other Loan Document or the transactions contemplated hereunder hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agree agrees that all claims in respect of any such action or proceeding may be heard or and determined in such District Court or such New York state court or, to the extent permitted by applicable law, in such federal appellate court. The Each of the parties hereto agree agrees that a final judgment in any such action, suit action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrowers or their properties in the courts of any jurisdiction. (c) Each Grantor irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding described in subsection (b) of this Section and brought in any court referred to in subsection (b) of this Section. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, the parties hereto hereby waive and agree not defense of an inconvenient forum to assert by way the maintenance of motion, as a defense such action or otherwise proceeding in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon itcourt. (d) Each party to this Agreement irrevocably consents to the service of process in the manner provided for notices in Section 10.2. Nothing contained in this Agreement shall limit or in any other Loan Document will affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, party hereto to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionlaw.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this This Agreement will shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereofDelaware. (b) The parties hereto Any legal action or proceeding with respect to this Agreement shall be brought in the courts of the State of Delaware or of the United States of America for the district of Delaware, and, by execution and delivery of this Agreement, each of the Company and each Stockholder hereby irrevocably submit accepts for itself and (to the extent permitted by law) in respect of its property, generally and unconditionally, the jurisdiction of the United States District Court for the Southern District of New York aforesaid courts. The Company and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto each Stockholder hereby irrevocably and unconditionally agree that all claims in respect waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courtsrespective jurisdictions. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee Nothing herein shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, holder to serve process in any other manner permitted by law law. (d) The Company and each Stockholder hereby (i) irrevocably and unconditionally waive, to the fullest extent permitted by law, trial by jury in any legal action or to start legal proceedings proceeding relating to this Agreement and for any counterclaim therein; (ii) irrevocably waive, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certify that no party hereto nor any representative or agent of the Home Equity Loans against counsel for any Mortgagor party hereto has represented, expressly or otherwise, or implied that such party would not, in the courts event of any jurisdictionlitigation, seek to enforce the foregoing waivers, and (iv) acknowledge that it has been induced to enter into this Agreement and the transactions contemplated hereby among other things, the mutual waivers and certifications contained in this Section 5.01.

Governing Law; Submission to Jurisdiction. (a) In view THIS CONSENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS CONSENT AND ALL MATTERS ARISING OUT OF THIS CONSENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, THE LAW OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ANY CONFLICTS OF LAWS PROVISIONS THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. [This Section will be modified, if necessary, to match the Governing Law Section of the fact that Owners are expected Agreement.] (b) All disputes, claims or controversies arising out of, relating to, concerning or pertaining to reside in many states and outside the United States and the desire to establish with certainty that terms of this Agreement will Consent shall be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions dispute resolution provisions of the type contemplated hereinAgreement. Subject to the foregoing, any legal action or proceeding with respect to this Agreement Consent and each Certificate shall any action for enforcement of any judgment in respect thereof may be construed brought in accordance with and governed by the laws courts of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction California or of the United States District Court of America for the Southern Central District of New York California, and, by execution and any court delivery of this Consent, each Party hereby accepts for itself and in respect of its property, generally and unconditionally, the State non-exclusive jurisdiction of New York located in the City aforesaid courts and County of New York, and any appellate court courts from any appeal thereof, . Each Party further irrevocably consents to the service of process out of any of the aforementioned courts in any action, suit such action or proceeding brought against by the mailing of copies thereof by registered or certified mail, postage prepaid, to its notice address provided pursuant to Section 6.1 hereof. Each Party hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement Consent brought in the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim in any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree such court that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment brought in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is court has been brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee Nothing herein shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, Party to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionlaw.

Governing Law; Submission to Jurisdiction. (a) In view This Agreement and each other Transaction Agreement and all Proceedings (whether at Law, in contract, tort or otherwise, or in equity) that may be based upon, arise out of or relate to this Agreement, or any other Transaction Agreement or the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that negotiation, execution or performance of this Agreement will or any other Transaction Agreement or the inducement of any party to enter into any Transaction Agreement, whether for breach of contract, tortious conduct or otherwise, and whether now existing or hereafter arising (each, a “Transaction Dispute”), shall be governed by and construed and interpreted enforced in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the internal laws of the State of New York applicable to agreements contracts made and to be performed therein, in such State without giving effect to any Law or rule that would cause the conflicts Laws of law principles thereofany jurisdiction other than the State of New York to be applied. (b) The parties hereto Parties hereby irrevocably submit to the exclusive jurisdiction of the United States U.S. District Court for the Southern District of New York and any court in (where federal jurisdiction exists) or the Commercial Division of the Courts of the State of New York located sitting in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgmentYork (where federal jurisdiction does not exist), and the parties hereto appellate courts having jurisdiction of appeals in such courts, in each case, over any Transaction Dispute and each Party hereby irrevocably and unconditionally agree agrees that all claims in respect of any such action or proceeding may Transaction Dispute shall be heard or and determined in such New York state court orcourts. The Parties hereby irrevocably waive, to the fullest extent permitted by lawapplicable Law, any objection which they may now or hereafter have to the laying of venue of any such Transaction Dispute brought in such federal courtcourt or any defense of inconvenient forum for the maintenance of such Transaction Dispute. The parties hereto agree Each of the Parties agrees that a final judgment in any such action, suit or proceeding shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courtsLaw. (c) Each of the Depositor, Parties hereby consents to process being served by any party to this Agreement in any Proceeding by the Sellers and delivery of a copy thereof in accordance with the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance provisions of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon itSection 12.2. (d) Nothing contained in this Agreement shall limit The foregoing consent to jurisdiction will not constitute submission to jurisdiction or affect the right general consent to service of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in the State of New York for any other manner permitted by law or to start legal proceedings relating purpose except with respect to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionTransaction Dispute.

Governing Law; Submission to Jurisdiction. (a) In view of This Agreement (including, but not limited to, the fact that Owners are expected to reside in many states validity and outside the United States enforceability hereof and the desire to establish with certainty that this Agreement will thereof) shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the laws of the State of New York, other than the conflict of laws rules thereof (other than Section 5.1401 of the New York applicable to agreements made and to be performed thereinGeneral Obligations Law), without giving effect except to the conflicts extent that the laws of law principles thereofthe State of Alabama mandatorily apply. (b) The parties hereto Company hereby irrevocably submit submits to the jurisdiction of the United States District Court for the Southern District of any New York and any State or Federal court sitting in the State of New York located in the City and County of New York, and any appellate court from any thereof, thereof in any action, suit action or proceeding brought against it by the Lessor or any Lease Participant in connection with respect of, but only in respect of, any claims or causes of action arising out of or relating to this Agreement or any the other Operative Documents (such claims and causes of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgmentaction, collectively, being “Permitted Claims”), and the parties hereto Company hereby irrevocably and unconditionally agree agrees that all claims Permitted Claims may be heard and determined in such New York State court or in such Federal court. The Company hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any aforementioned court in respect of Permitted Claims. The Company hereby irrevocably agrees that service of copies of the summons and complaint and any other process which may be served by the Lessor, the Administrative Agent, or the Lease Participants in any such action or proceeding in any aforementioned court in respect of Permitted Claims may be heard or determined in made by delivering a copy of such New York state court or, process to the extent permitted Company by lawcourier and by certified mail (return receipt requested), in such federal courtfees and postage prepaid, at the Company’s address specified pursuant to Section 11.02. The parties hereto agree Company agrees that a final judgment in any such action, suit action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement Section 11.14: (i) shall limit or affect the right of the Depositor, any of the Sellers Lease Participant or the Servicer, as the case may be, Lessor to serve legal process in any other manner permitted by law or affect any right otherwise existing of any Lease Participant or the Lessor to start legal proceedings relating to bring any of action or proceeding against the Home Equity Loans against any Mortgagor Company or its property in the courts of other jurisdictions or (ii) shall be deemed to be a general consent to jurisdiction in any jurisdictionparticular court or a general waiver of any defense or a consent to jurisdiction of the courts expressly referred to in subsection (a) above in any action or proceeding in respect of any claim or cause of action other than Permitted Claims.

Governing Law; Submission to Jurisdiction. (a) In view All questions concerning the construction, validity, enforcement and interpretation of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will Purchase Warrant shall be governed by and construed and interpreted enforced in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the internal laws of the State of New York applicable to agreements made and to be performed thereinYork, without giving effect regard to the principles of conflicts of law principles thereof. . Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Purchase Warrant (bwhether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) The parties hereto shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submit submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York state and any court in the State of New York located federal courts sitting in the City and County of New York, and Borough of Manhattan for the adjudication of any appellate court from any thereof, in any action, suit or proceeding brought against it dispute hereunder or in connection herewith or with this Agreement any transaction contemplated hereby or any discussed herein (including with respect to the enforcement of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgmentPurchase Warrant), and the parties hereto hereby irrevocably waives, and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree agrees not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such courtscourt, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, such action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by is an inconvenient venue for such courts. (c) proceeding. Each of the Depositor, the Sellers and the Servicer party hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute waives personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Purchase Warrant and agrees that such service shall constitute good and sufficient service of process upon it. (d) and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement shall limit or affect the any way any right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law law. If any party shall commence an action or proceeding to start legal proceedings relating to enforce any provisions of this Purchase Warrant, then the Home Equity Loans against any Mortgagor prevailing party in such action or proceeding shall be reimbursed by the courts non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of any jurisdictionsuch action or proceeding.

Governing Law; Submission to Jurisdiction. (a) In view This Agreement and all disputes or controversies arising out of the fact that Owners are expected or relating to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will or the Transactions shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the internal laws of the State of New York applicable to agreements made and to be performed thereinYork, without giving effect regard to the principals of conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit laws. Each Party agrees that it shall bring any litigation with respect to any claim arising out of or related to this Agreement, the jurisdiction of Ancillary Documents or the Transactions, exclusively in the United States District Court for the Southern District of New York and or any court in the State of New York located State court sitting in New York County (together with the City and County of New Yorkappellate courts thereof, the “Chosen Courts”), and any appellate court from any thereof, in any action, suit or proceeding brought against it or solely in connection with claims arising under this Agreement Agreement, the Ancillary Documents or any the Transactions (a) irrevocably submits to the exclusive jurisdiction of the related documents or the transactions contemplated hereunder or for recognition or enforcement of Chosen Courts, (b) waives any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims objection to laying venue in respect of any such action or proceeding may be heard in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or determined in do not have jurisdiction over either Party hereto, (d) agrees that service of process upon such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment Party in any such action, suit action or proceeding shall be conclusive and may be enforced effective if notice is given in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable lawaccordance with Section 7.3 of this Agreement, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing although nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law Law and (e) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (a) nothing in this Section 7.6 shall prohibit any Party from seeking or to start legal proceedings relating to obtaining orders for conservatory or interim relief from any court of the Home Equity Loans against competent jurisdiction and (b) each Party agrees that any Mortgagor judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the courts world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this This Agreement will shall be governed by and construed and interpreted in accordance with the law of a state having a well-developed body the State of commercial and financial law relevant to transactions New York. Each of the type contemplated hereinparties hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any way relating to this Agreement and each Certificate shall be construed or any other Loan Document or the transactions relating hereto or thereto, in accordance with and governed by any forum other than the laws courts of the State of New York applicable to agreements made sitting in New York County, and to be performed therein, without giving effect to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for of the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any thereof and each of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard or and determined in such New York state State court or, to the fullest extent permitted by applicable law, in such federal court. The Each of the parties hereto agree agrees that a final judgment in any such action, suit litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the parties hereto hereby waive and agree not to assert by way laying of motion, as a defense or otherwise in the venue of any such suit, action or proceeding, proceeding brought in such a court and any claim that it is not personally subject to the jurisdiction of any such courts, that the suit, action or proceeding is brought in such a court has been brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer Subsidiary Borrower hereby agrees that service of such process in any action or proceeding brought in any New York State court or in federal court may be made upon the Trustee shall constitute personal Company at its offices specified in Section 10.1, and such Subsidiary Borrower hereby irrevocably appoints the Company to give any notice of any such service of process, and agrees that the failure of the Company to give any notice of any such process upon it. (d) Nothing contained in this Agreement service shall limit not impair or affect the right validity of the Depositor, such service or of any of the Sellers or the Servicer, as the case may be, to serve process judgment rendered in any other manner permitted by law action or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionproceeding based thereon.

Governing Law; Submission to Jurisdiction. (a) In view All questions concerning the construction, validity, enforcement and interpretation of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will Transaction Documents shall be governed by and construed and interpreted enforced in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the internal laws of the State of New York applicable to agreements made York. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and to defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be performed therein, without giving effect commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York state and any court in the State of New York located federal courts sitting in the City and County of New York, and Borough of Manhattan for the adjudication of any appellate court from any thereof, in any action, suit or proceeding brought against it dispute hereunder or in connection herewith or with this Agreement any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgmentTransaction Documents), and the parties hereto hereby irrevocably waives, and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree agrees not to assert by way of motion, as a defense or otherwise in any such suit, action Action or proceedingProceeding, any claim that it is not personally subject to the jurisdiction of any such courtscourt, that the suit, action such Action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding Proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by is an inconvenient venue for such courts. (c) Proceeding. Each of the Depositor, the Sellers and the Servicer party hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon it. (d) and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement shall limit or affect the any way any right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law law. If any party hereto shall commence an Action or Proceeding to start legal proceedings relating to enforce any provisions of the Home Equity Loans against any Mortgagor Transaction Documents, then, in addition to the courts obligations of any jurisdictionthe Company under Section 5.5 hereof, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Submission to Jurisdiction. (a) In view This Agreement, and all claims or causes of the fact action (whether in contract or tort) that Owners are expected may be based upon, arise out of or relate to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with or the law negotiation, execution or performance of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of New York applicable Delaware without regard to agreements made and to be performed therein, without giving effect to the principles of conflicts of law principles thereoflaws. (b) The parties Each of the Parties agrees (i) that this Agreement involves at least $100,000.00, and (ii) that this Agreement has been entered into by the Parties hereto in express reliance upon 6 Del. C. § 2708. Each of the Parties hereby irrevocably submit and unconditionally agrees (i) to be subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (ii)(1) to the extent such Party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such Party’s agent for acceptance of legal process and notify the other Party or Parties hereto of the name and address of such agent, and (2) that service of process may, to the fullest extent permitted by law, also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (ii)(1) or (2) above shall, to the fullest extent permitted by law, have the same legal force and effect as if served upon such Party personally within the State of Delaware. Any action against any Party relating to the foregoing shall be brought in the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any action, to the exclusive jurisdiction of the Superior Court of the State of Delaware (Complex Commercial Division) or, if the subject matter jurisdiction over the action is vested exclusively in the federal courts of the United States of America, the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, Delaware) and any appellate court from courts of any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto . The Parties hereby irrevocably and unconditionally agree that all claims in respect waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such action or proceeding may be heard or determined dispute brought in such New York state court or, to or any defense of inconvenient forum for the extent permitted by law, in maintenance of such federal courtdispute. The parties Each of the Parties hereto agree agrees that a final judgment in any such action, suit or proceeding shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courtsLaw. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States This Agreement and the desire to establish with certainty that this Agreement will Notes (including, but not limited to, the validity and enforceability hereof and thereof) shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the laws of the State of New York applicable to agreements made and to be performed thereinYork, without giving effect to other than the conflicts conflict of law principles laws rules thereof. (b) The parties hereto hereby irrevocably submit Each Letter of Credit shall be governed by, and construed in accordance with, the laws or rules designated in such Letter of Credit, or if no laws or rules are designated, (i) in the case of a Standby Letter of Credit, the International Standby Practices (ISP98--International Chamber of Commerce Publication Number 590 (the "ISP Rules")), without regards to conflicts of law provisions and (ii) in the jurisdiction case of a Documentary Letter of Credit, the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication Number 500 (the "UCP Rules"), without regards to conflicts of law provisions and, as to matters not governed by the ISP Rules or the UCP Rules, the internal laws of the State of New York. (c) Any legal action or proceeding with respect to this Agreement, any Letter of Credit or the Notes shall be brought in the courts of the State of New York or of the United States District Court of America for the Southern District of New York York, and, by execution and any court delivery of this Agreement, each of the Borrower, the Administrative Agent and each Lender hereby accepts for itself and (to the extent permitted by law) in respect of its Property, generally and unconditionally, the State jurisdiction of the aforesaid courts provided, however, that this Section shall not limit the right to remove such suit, action or proceeding from a New York located State court to a Federal court sitting in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any . Each of the related documents or Borrower, the transactions contemplated hereunder or for recognition or enforcement of any judgmentAdministrative Agent, each Lender and the parties hereto each Issuer hereby irrevocably and unconditionally agree that all claims in respect waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding may be heard or determined in such New York state respective jurisdictions. This submission to jurisdiction is non-exclusive and does not preclude the parties from obtaining jurisdiction over other parties in any court orotherwise having jurisdiction. (d) The Borrower hereby consents to process being served in any suit, action, or proceeding of the nature referred to in this Section 12.13 by the mailing of a copy thereof by registered or certified air mail, postage prepaid, return receipt requested, to the extent permitted by law, its address specified in Section 12.02 and agrees that such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding service (i) shall be conclusive and may be enforced deemed in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way every respect effective service of motion, as a defense or otherwise process upon it in any such suit, action or proceedingproceeding and (ii) shall, any claim that it is not personally subject to the jurisdiction of such courtsfullest extent permitted by law, that the be taken and held to be valid personal service upon and personal delivery to it. This provision shall not be deemed to apply to any suit, action action, or proceeding is brought involving financing relationships which are in an inconvenient forum, that no way related to the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or financing relationship established and contemplated by such courtsthis Agreement. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (de) Nothing contained in this Agreement herein shall limit or affect the right of the DepositorBorrower, the Administrative Agent or any Lender or any holder of the Sellers or the Servicer, as the case may be, a Note to serve process in any other manner permitted by law or to start commence legal proceedings or otherwise proceed against the Borrower in any other jurisdiction. (f) Each of the Borrower and each Lender hereby (i) irrevocably and unconditionally waive, to the fullest extent permitted by law, trial by jury in any legal action or proceeding relating to this Agreement and for any counterclaim therein; (ii) irrevocably waive, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certify that no party hereto nor any representative or Administrative Agent of the Home Equity Loans against counsel for any Mortgagor party hereto has represented, expressly or otherwise, or implied that such party would not, in the courts event of any jurisdictionlitigation, seek to enforce the foregoing waivers, and (iv) acknowledge that it has been induced to enter into this Agreement and the transactions contemplated hereby and thereby by, among other things, the mutual waivers and certifications contained in this Section 12.13.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it them or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state State court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers Seller and the Master Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers Seller and the Master Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers Seller, the Master Servicer or the ServicerCertificate Insurer or any third-party beneficiary hereunder, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Mortgage Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state State court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers Seller or the ServicerServicer or any third-party beneficiary hereunder, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view SECTION 15.01. The validity, interpretation, construction performance and enforcement of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State Commonwealth of New York applicable to agreements made and to be performed therein, Massachusetts without giving effect to the conflicts principles of law principles conflict of laws thereof. (a) Except as otherwise specifically provided herein, the Executive and the Company each hereby irrevocably submits to the exclusive jurisdiction of federal and state courts in the Commonwealth of Massachusetts with respect to any disputes or controversies arising out of or relating to this Agreement. The parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 15.02(a); provided, however, that nothing herein shall preclude the Company from bringing any suit, action or proceeding in any other court for the purposes of enforcing any judgment obtained by the Company and, in such event, the Executive hereby irrevocably submits to the jurisdiction of such other court. (b) The agreement of the parties hereto hereby irrevocably submit to the jurisdiction forum described in Section 15.02(a) is independent of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, law that may be applied in any suit, action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court orwaive, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the parties hereto hereby waive and agree not to assert by way laying of motion, as a defense or otherwise in venue of any such suit, action or proceedingproceeding brought in an applicable court described in Section 15.02(a), any claim and each party agrees that it is shall not personally subject attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the jurisdiction of such courtsfullest extent permitted by applicable law, that the a final and non-appealable judgment in any suit, action or proceeding is brought in an inconvenient forum, that any applicable court described in Section 15.02(a) shall be conclusive and binding upon the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof parties and may not be litigated enforced in or by such courtsany other jurisdiction. (c) Each of party hereto irrevocably consents to the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal any and all process with respect to in any actionsuit, suit action or proceeding set forth in paragraph (b) hereof. Each arising out of or relating to this Agreement by the Depositor, the Sellers and the Servicer agrees that service mailing of copies of such process upon the Trustee shall constitute personal service of to such process upon itparty at such party’s address specified in Article XI. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states This Agreement and outside the United States and the desire to establish with certainty that this Agreement will each Note shall be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to York. Each of the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Borrower, any Administrative Agent, the Servicing Agent, any Bank or any Related Party of the foregoing in any way relating to this Agreement or the jurisdiction transactions relating hereto, in any forum other than the courts of the State of New York sitting in New York County and of the United States District Court for of the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any and each of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard or and determined in such New York state court State or, to the fullest extent permitted by applicable law, in such federal court. The Notwithstanding the foregoing sentence, each of the parties hereto agree agrees that a final judgment in any such action, suit action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the parties hereto hereby waive and agree not defense of an inconvenient forum to assert by way the maintenance of motion, as a defense such action or otherwise proceeding in any such suit, action or proceeding, any claim that it is not personally subject court. Each party hereto irrevocably consents to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereofthe manner provided for notices in Section 9.01. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or will affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, party hereto to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.applicable law

Governing Law; Submission to Jurisdiction. (a) In view THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Purchaser, for itself and on behalf of the fact that Owners are expected to reside in many states and outside the United States its Affiliates, and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereof. (b) The parties hereto Provider hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District courts of New York and any court in the State of New York and the federal courts of the United States of America located in the State, City and County of New York, York solely in respect of the interpretation and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with enforcement of the provisions of this Agreement or any and in respect of the related documents or the transactions contemplated hereunder or hereby. Purchaser, for recognition or enforcement itself and on behalf of any judgmentits Affiliates, and the parties hereto hereby Provider irrevocably and unconditionally agree that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby, or with respect to any such action or proceeding may Action, shall be heard or and determined in such a New York state court orState or federal court, and that such jurisdiction of such courts with respect thereto shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Purchaser, for itself and on behalf of its Affiliates, and the Provider hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or in respect of any such transaction, that it is not subject to such jurisdiction. Purchaser, for itself and on behalf of its Affiliates, and the Provider hereby waive, and agree not to assert, to the maximum extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any Action for the interpretation or enforcement hereof or in respect of any such suittransaction, action that such Action may not be brought or proceeding, any claim that it is not personally subject to the jurisdiction of maintainable in such courts, that the suit, action courts or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated appropriate or that this Agreement may not be enforced in or by such courts. Purchaser, for itself and on behalf of its Affiliates, and the Provider hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 11.3 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon itEACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States This Agreement and the desire other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to establish with certainty that this Agreement will be governed by or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and construed the transactions contemplated hereby and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate thereby shall be construed in accordance with and be governed by the laws law of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereofYork. (b) The parties hereto Each Grantor hereby irrevocably submit and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York York, and any court in of the Supreme Court of the State of New York located sitting in the City and County of New YorkYork county, and of any appellate court from any thereof, in any action, suit action or proceeding brought against it arising out of or in connection with relating to this Agreement or any of the related documents other Loan Document or the transactions contemplated hereunder hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agree agrees that all claims in respect of any such action or proceeding may be heard or and determined in such District Court or such New York state court or, to the extent permitted by applicable law, in such federal appellate court. The Each of the parties hereto agree agrees that a final judgment in any such action, suit action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction. (c) Each Grantor irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding described in subsection (b) of this Section and brought in any court referred to in subsection (b) of this Section. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, the parties hereto hereby waive and agree not defense of an inconvenient forum to assert by way the maintenance of motion, as a defense such action or otherwise proceeding in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon itcourt. (d) Each party to this Agreement irrevocably consents to the service of process in the manner provided for notices in Section 10.2. Nothing contained in this Agreement shall limit or in any other Loan Document will affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, party hereto to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionlaw.

Governing Law; Submission to Jurisdiction. (a) In view All questions concerning the construction, validity, enforcement and interpretation of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will Transaction Documents shall be governed by and construed and interpreted enforced in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the internal laws of the State of New York applicable to agreements made and to be performed thereinYork, without giving effect regard to the principles of conflicts of law principles thereof. (b) The parties hereto . Each party hereby irrevocably submit submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York state and any court in the State of New York located federal courts sitting in the City and County of New York, and borough of Manhattan for the adjudication of any appellate court from any thereof, in any action, suit or proceeding brought against it dispute hereunder or in connection herewith or with this Agreement any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgmentTransaction Documents), and the parties hereto hereby irrevocably waives, and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree agrees not to assert by way of motion, as a defense or otherwise in any such suit, action or proceedingAction, any claim that it is not personally subject to the jurisdiction of any such courtscourt, that the such suit, action or proceeding Action is brought improper or inconvenient venue for such Action. Each party hereby irrevocably waives personal service of process and consents to process being served in an inconvenient forum, that the venue of the any such suit, action or proceeding is improper Action by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers service shall constitute good and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of sufficient service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereofand notice thereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained herein shall be deemed to limit in this Agreement shall limit or affect the any way any right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or Action to start legal proceedings relating to enforce any provisions of the Home Equity Loans against any Mortgagor Transaction Documents, then the prevailing party in such action or Action shall be reimbursed by the courts other party for its attorneys' fees and other costs and expenses incurred with the investigation, preparation and prosecution of any jurisdictionsuch action or Action.

Governing Law; Submission to Jurisdiction. (a) In view SECTION 9.01. The validity, interpretation, construction performance and enforcement of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State Commonwealth of New York applicable to agreements made and to be performed therein, Massachusetts without giving effect to the conflicts principles of law principles conflict of laws thereof. (a) Except as otherwise specifically provided herein, the Executive and the Company each hereby irrevocably submits to the exclusive jurisdiction of federal and state courts in the Commonwealth of Massachusetts with respect to any disputes or controversies arising out of or relating to this Agreement. The parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 9.02(a); provided, however, that nothing herein shall preclude the Company from bringing any suit, action or proceeding in any other court for the purposes of enforcing any judgment obtained by the Company and, in such event, the Executive hereby irrevocably submits to the jurisdiction of such other court. (b) The agreement of the parties hereto hereby irrevocably submit to the jurisdiction forum described in Section 9.02(a) is independent of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, law that may be applied in any suit, action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court orwaive, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the parties hereto hereby waive and agree not to assert by way laying of motion, as a defense or otherwise in venue of any such suit, action or proceedingproceeding brought in an applicable court described in Section 9.02(a), any claim and each party agrees that it is shall not personally subject attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the jurisdiction of such courtsfullest extent permitted by applicable law, that the a final and non-appealable judgment in any suit, action or proceeding is brought in an inconvenient forum, that any applicable court described in Section 9.02(a) shall be conclusive and binding upon the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof parties and may not be litigated enforced in or by such courtsany other jurisdiction. (c) Each of party hereto irrevocably consents to the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal any and all process with respect to in any actionsuit, suit action or proceeding set forth in paragraph (b) hereof. Each arising out of or relating to this Agreement by the Depositor, the Sellers and the Servicer agrees that service mailing of copies of such process upon the Trustee shall constitute personal service of to such process upon itparty at such party’s address specified in Article VI. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of This Agreement (including, but not limited to, the fact that Owners are expected to reside in many states validity and outside the United States enforceability hereof and the desire to establish with certainty that this Agreement will thereof) shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the laws of the State of New York, other than the conflict of laws rules thereof (other than Section 5.1401 of the New York applicable to agreements made and to be performed thereinGeneral Obligations Law), without giving effect except to the conflicts extent that the laws of law principles thereofthe State of Alabama mandatorily apply. (b) The parties hereto Company hereby irrevocably submit submits to the exclusive jurisdiction of the United States District Court for the Southern District of any New York and any State or Federal court sitting in the State of New York located in the City and County of New York, and any appellate court from any thereof, thereof in any action, suit action or proceeding brought against it by the Lessor or any Lease Participant in connection with respect of, but only in respect of, any claims or causes of action arising out of or relating to this Agreement or any the other Operative Documents (such claims and causes of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgmentaction, collectively, being “Permitted Claims”), and the parties hereto Company hereby irrevocably and unconditionally agree agrees that all claims Permitted Claims may be heard and determined in such New York State court or in such Federal court. The Company hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any aforementioned court in respect of Permitted Claims. The Company hereby irrevocably agrees that service of copies of the summons and complaint and any other process which may be served by the Lessor, the Administrative Agent, or the Lease Participants in any such action or proceeding in any aforementioned court in respect of Permitted Claims may be heard or determined in made by delivering a copy of such New York state court or, process to the extent permitted Company by lawcourier and by certified mail (return receipt requested), in such federal courtfees and postage prepaid, at the Company’s address specified pursuant to Section 11.02. The parties hereto agree Company agrees that a final judgment in any such action, suit action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement Section shall limit or (i) affect the right of the Depositor, any of the Sellers Lease Participant or the Servicer, as the case may be, Lessor to serve legal process in any other manner permitted by law or affect any right otherwise existing of any Lease Participant or the Lessor to start legal proceedings relating to bring any of action or proceeding against the Home Equity Loans against any Mortgagor Company or its property in the courts of other jurisdictions or (ii) be deemed to be a general consent to jurisdiction in any jurisdictionparticular court or a general waiver of any defense or a consent to jurisdiction of the courts expressly referred to in subsection (a) above in any action or proceeding in respect of any claim or cause of action other than Permitted Claims.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this This Agreement will shall be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State Commonwealth of New York applicable to agreements made and to be performed thereinMassachusetts, without giving effect regard to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction rules of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal courtCommonwealth. The parties hereto agree that any Legal Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the courts of the Commonwealth of Massachusetts and of the United States of America located in the Commonwealth of Massachusetts (the “Massachusetts Courts”). Each party hereby irrevocably submits to the exclusive jurisdiction of such court in respect of any legal or equitable action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, or relating to enforcement of any of the terms of this Agreement, and hereby waives, and agrees not to assert, as a final judgment defense in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not subject personally subject to the jurisdiction of such courtscourt, that the suitaction, action suit or proceeding is brought in an inconvenient forum, that the venue of the suitaction, action suit or proceeding is improper or that the related documents this Agreement or the subject matter thereof transactions contemplated hereby may not be litigated enforced in or by such courts. (c) . Each of party agrees that notice or the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to in any action, suit or proceeding set forth in paragraph (b) hereof. Each arising out of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in or relating to this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as transactions contemplated hereby shall be properly served or delivered if delivered in the case may be, to serve process manner contemplated by Section 5.3 or in any other manner permitted by Law. (b) The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law or to start legal proceedings relating to in the event that any of the Home Equity Loans against any Mortgagor provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, except as expressly provided in the courts following sentence. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Massachusetts Courts and, in any action for specific performance, each party waives the defense of adequacy of a remedy at law and waives any requirement for the securing or posting of any jurisdictionbond in connection with such remedy, this being in addition to any other remedy to which they are entitled at law or in equity (subject to the limitations set forth in this Agreement). The parties hereto further agree that (i) by seeking the remedies provided for in this Section 5.7(b), a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages) for breach of any of the provisions of this Agreement or in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 5.7(b) are not available or otherwise are not granted, and (ii) the commencement of any Legal Proceeding pursuant to this Section 5.7(b) or anything set forth in this Section 5.7(b) shall not restrict or limit any party’s right to pursue any other remedies under this Agreement that may be available at any time. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction. This Agreement and all matters, claims or Actions (awhether at law, in equity, in Contract, in tort or otherwise) In view based upon, arising out of the fact that Owners are expected or relating to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will or the negotiation, execution or performance of this Agreement (collectively, the “Relevant Matters”), shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the laws of the State of New York Delaware, regardless of the laws that might otherwise govern under any applicable conflict of Laws principles. All Actions arising out of or relating to agreements made any Relevant Matter shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to be performed thereinaccept jurisdiction over any Action, without giving effect to any state or federal court within the conflicts State of law principles thereof. (bDelaware) The and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the United States District Court for defense of an inconvenient forum or lack of jurisdiction to the Southern District maintenance of New York any such Action. The consents to jurisdiction and any court venue set forth in this Section 9(h) shall not constitute general consents to service of process in the State of New York located Delaware and shall have no effect for any purpose except as provided in this Section 9(h) and shall not be deemed to confer rights on any Person other than the City and County parties hereto. Each party hereto agrees that service of New York, and any appellate court from any thereof, process upon such party in any action, suit Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 9(d) of this Agreement. The parties hereto and the Parties hereby waive any right to stay or dismiss any action or proceeding brought against it or in connection with this Agreement any Relevant Matter brought before the foregoing courts on the basis of (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason or that it or any of its property is immune from the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgmentabove-described legal process, and the parties hereto hereby irrevocably and unconditionally agree (ii) that all claims in respect of any such action or proceeding is brought in an inconvenient forum, that venue for the action or proceeding is improper or that this Agreement may not be heard enforced in or determined in by such New York state courts, or (iii) any other defense that would hinder or delay the levy, execution or collection of any amount to which any Party hereto is entitled pursuant to any final judgment of any court or, to the extent permitted by law, in such federal courthaving jurisdiction. The parties hereto agree that a final judgment in any such action, suit or proceeding Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim Law; provided that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor nothing in the courts of foregoing shall restrict any jurisdictionparty’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws law of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereofYork. (b) The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and any court in of the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state State court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, Depositor or any of the Sellers Servicer or the Servicerany third-party beneficiary hereunder, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Mortgage Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (ai) In view of the fact that Owners are expected to reside in many states and outside the United States This Agreement and the desire transactions contemplated herein, and all disputes between the parties under or related to establish with certainty that this Agreement will Agreement, the transactions contemplated herein or the facts and circumstances leading to its or their execution or performance, whether in contract, tort or otherwise, shall be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws Laws of the State of New York applicable to agreements made and to be performed thereinDelaware, without giving effect reference to conflict of laws principles. (ii) Each of the parties (A) irrevocably submits itself to the conflicts personal jurisdiction of law principles any state or federal court sitting in the State of Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding arising out of or relating to this Agreement, the Merger or other transactions contemplated herein, (B) agrees that every such suit, action or proceeding shall be brought, heard and determined exclusively in the Court of Chancery of the State of Delaware (provided that, in the event subject matter jurisdiction is unavailable in or declined by the Court of Chancery, then all such claims shall be brought, heard and determined exclusively in any other state or federal court sitting in the State of Delaware), (C) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (D) agrees not to bring any suit, action or proceeding arising out of or relating to this Agreement, the Merger or other transactions contemplated herein in any other court and (E) waives any defense of inconvenient forum to the maintenance of any suit, action or proceeding so brought. (iii) Each of the parties agrees to waive any bond, surety or other security that might be required of any other party with respect to any suit, action or proceeding, including an appeal thereof. (biv) The parties hereto hereby irrevocably submit to the jurisdiction Each of the United States District Court parties agrees that service of any process, summons, notice or document by U.S. registered mail to its address set forth in Section 10(g) hereof shall be effective service of process for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgmentit, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court orprovided, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courtshowever, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing nothing contained in this Agreement the foregoing clause shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, party to serve legal process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionLaw.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this This Agreement and each Certificate Note shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state State court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers Transferor, the Issuer, the Seller or the ServicerServicer or third-party beneficiary hereunder, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans Receivables against any Mortgagor Obligor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view This Agreement and all disputes or controversies arising out of the fact that Owners are expected or relating to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will or the transactions contemplated hereby shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the internal laws of the State of New York applicable to agreements made and to be performed thereinYork, without giving effect regard to the laws of any other jurisdiction that might be applied because of the conflicts of law laws principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located (other than section 5 1401 of the New York General Obligations Law). Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by the other party or its successors or assigns shall be brought and determined in any New York State or federal court sitting in the Borough of Manhattan in The City and County of New YorkYork (or, if such court lacks subject matter jurisdiction, in any appropriate New York State or federal court), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any appellate court from any thereof, in such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding brought against it relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in connection with New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgmenthereby, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such courtscourt 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) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, that (ii) the venue of the such suit, action or proceeding is improper or that the related documents (iii) this Agreement, or the subject matter thereof hereof, may not be litigated enforced in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view This Agreement, and all claims or causes of the fact action (whether in contract, tort or otherwise) that Owners are expected may be based upon, arise out of or relating to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will or the negotiation, execution or performance of this Agreement shall be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws Laws of the State of New York applicable to agreements made and to be performed thereinDelaware, without giving effect respect to the its applicable principles of conflicts of law principles thereoflaws that might require the application of the laws of another jurisdiction. (b) The parties hereto Each of the Parties hereby irrevocably submit and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery, or, if such court does not have jurisdiction, the federal courts of the United States District Court for the Southern District of New York and any court located in the State of New York located in the City and County of New York, and any appellate court from any thereof, Delaware (“Courts”) in any actionaction arising out of or relating to this Agreement, suit including the negotiation, execution or proceeding brought against it or in connection with performance of this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree agrees that all claims in respect of any such action or proceeding may Action shall be heard or and determined in such New York state court orthe Courts, (ii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any action arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement in the Courts, including any objection based on its place of incorporation or domicile, (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action in any such federal court. The parties hereto agree court and (iv) agrees that a final judgment in any such action, suit or proceeding action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers Parties consents and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the Trustee shall constitute personal service of such process upon it. (d) Nothing contained applicable address set forth in this Agreement shall limit Section 8 or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionapplicable law.

Governing Law; Submission to Jurisdiction. (a) In view This Agreement and the rights and obligations of the fact that Owners are expected to reside in many states parties hereunder and outside under the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate Notes shall be construed in accordance with and be governed by the laws law (without giving effect to the conflict of law principles thereof) of the State of New York. (a) Any legal action or proceeding with respect to this Agreement or the Notes or any document related thereto shall be brought in the courts of the State of New York applicable to agreements made and to be performed therein, without giving effect to in the conflicts Borough of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction Manhattan or of the United States District Court of America for the Southern District of New York and any court in the State of New York located in the City and County of New York, and, by execution and any appellate court from any thereofdelivery of this Agreement, each Borrower hereby accepts for itself and in any actionrespect of its property, suit or proceeding brought against it or in connection with this Agreement or any generally and unconditionally, the jurisdiction of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto aforesaid courts. (b) Each Borrower hereby irrevocably and unconditionally agree designates its Fund Manager as the designee, appointee and agent of such Borrower to receive, for and on behalf of such Borrower, service of process in any legal action or proceeding by the Agent or any Lender with respect to this Agreement or the other Credit Documents. It is understood that all claims a copy of such process served on such agent will be promptly forwarded to such Borrower at its address set forth on Schedule 1, but the failure of such Borrower to receive such copy shall not affect in respect any way the service of such process. Each Borrower further irrevocably and unconditionally consents to the service of process of any of the aforementioned courts in any such action or proceeding may be heard by the mailing of copies thereof by registered or determined in such New York state court orcertified mail, postage prepaid, to the extent permitted by lawsuch Borrower at its said address, in such federal court. The parties hereto agree that a final judgment in any service to become effective thirty (30) days after such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courtsmailing. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee Nothing herein shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any Lender or any holder of the Sellers or the Servicer, as the case may be, any Note to serve process in any other manner permitted by law or to start commence legal proceedings relating to any of the Home Equity Loans or otherwise proceed against any Mortgagor Borrower in the courts of any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States This Agreement and the desire to establish with certainty that this Agreement will legal relations among the parties hereto shall be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements contracts made and performed therein without regard to be performed therein, without giving effect to the conflicts of law principles thereof. (b) The parties principles, except that the consummation and effectiveness of the Merger shall be governed by, and construed in accordance with the OBCA. Each party hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, irrevocably: (a) in any action, suit or legal proceeding brought against it or in connection with this Agreement or any of the related documents Documents or the transactions contemplated hereunder hereby or thereby, submits to the nonexclusive in personam jurisdiction of (i) the United States District Court for recognition the Northern District of California or enforcement any California state court or (ii) in the event that Parent, Purchaser, Merger Sub or the Company is a defendant in any legal proceeding in which it seeks to join the Semlers or any Shareholder as a third party defendant, then, any state or United States court in which such proceeding has properly been brought, and consents to suit therein; (b) waives any objection that it may now or hereafter have to the venue of such proceeding in any such court or that such proceeding was brought in an inconvenient court; (c) designates Stoel Rives LLP (in the case of the Company, the Semlers and the Shareholders) or Xxxxxx Xxxxxx Butowsky Xxxxxxx Shalov & Xxxx (in the case of Purchaser) as agent to receive service of any judgment, and all process and documents on their behalf in any legal proceeding in the parties hereto hereby irrevocably State of California and unconditionally agree (d) agrees that all claims nothing herein shall affect any party's right to effect service of process in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent manner permitted by law, in such federal court. The parties hereto agree and that Parent, Purchaser, the Company, the Semlers and the Shareholders shall have the right to bring any Legal Proceedings (including a final proceeding for enforcement of a judgment in entered by any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on of the judgment or aforementioned courts) against any party in any other manner provided by law. To the extent permitted by court or jurisdiction in accordance with applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view This Agreement and all disputes or controversies arising out of the fact that Owners are expected or relating to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the internal laws of the State of New York applicable to agreements made and to be performed thereinYork, without giving effect regard to the principals of conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit laws. Each Party agrees that it shall bring any litigation with respect to the jurisdiction any claim arising out of or related to this Agreement, exclusively in the United States District Court for the Southern District of New York and or any court in the State of New York located State court sitting in New York County (together with the City and County of New Yorkappellate courts thereof, the “Chosen Courts”), and any appellate court from any thereof, in any action, suit or proceeding brought against it or solely in connection with claims arising under this Agreement or any (a) irrevocably submits to the exclusive jurisdiction of the related documents or the transactions contemplated hereunder or for recognition or enforcement of Chosen Courts, (b) waives any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims objection to laying venue in respect of any such action or proceeding may be heard in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or determined in do not have jurisdiction over either Party, (d) agrees that service of process upon such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment Party in any such action, suit action or proceeding shall be conclusive and may be enforced effective if notice is given in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable lawaccordance with 13 of this Agreement, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing although nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law Law and (e) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (a) nothing in this Section 14 shall prohibit any Party from seeking or to start legal proceedings relating to obtaining orders for conservatory or interim relief from any court of the Home Equity Loans against competent jurisdiction and (b) each Party agrees that any Mortgagor judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the courts world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will The Merger shall be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York California. Other than the Merger, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable to agreements made and to be performed therein, without giving effect to the principles of conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction . In any action or proceeding between any of the United States District Court for the Southern District parties arising out of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with relating to this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement by this Agreement, each of any judgment, and the parties hereto hereby hereto: (a) irrevocably and unconditionally agree consents and submits, for itself and its property, to the exclusive jurisdiction and venue of any Delaware State court (or, in the case of any claim as to which the federal courts have exclusive subject matter jurisdiction, the Federal court of the United States of America, sitting in Delaware); (b) agrees that all claims in respect of such action or proceeding must be commenced, and may be heard and determined, exclusively in such Delaware State court (or, if applicable, such Federal court); (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding may be heard or determined in such New York state Delaware State court or(and, if applicable, such Federal court); and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such federal Delaware State court (or, if applicable, such Federal court). The Each of the parties hereto agree agrees that a final judgment in any such action, suit action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not Each party to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject this Agreement irrevocably consents to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereofthe manner provided for notices in Section 8.2. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, party to this Agreement to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionapplicable law.

Governing Law; Submission to Jurisdiction. (a) In view This Agreement, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the laws of the fact that Owners are expected to reside in many states State of Maryland and outside the United States and the desire to establish with certainty that this Agreement will for all purposes shall be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions laws of the type contemplated hereinState of Maryland applicable to contracts made and to be performed entirely within the State of Maryland; provided, however, that the rights, duties, liabilities and obligations of the Rights Agent under this Agreement and each Certificate shall be governed by and construed in accordance with and governed by the laws of the State of New York applicable to agreements contracts made and to be performed therein, without giving effect to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and any court in entirely within the State of New York York. The Company and each holder of Rights hereby irrevocably submits to the exclusive jurisdiction of the State and Federal courts located in the City and County of New YorkCarroll County, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, Maryland and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect District of Maryland, respectively, over any such suit, action or proceeding may be heard arising out of or determined in relating to this Agreement. The Company and each holder of Rights acknowledge that the forum designated by this Section 34 has a reasonable relation to this Agreement and to such New York state court orPersons’ relationship with one another. The Company and each holder of Rights hereby waive, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the parties hereto hereby waive laying of venue of any such suit, action or proceeding brought in any court referred to in this Section 34. The Company and agree each holder of Rights undertake not to assert commence any action subject to this Agreement in any forum other than the forum described in this Section 34. The Company and each holder of Rights agree that, to the fullest extent permitted by way of motionapplicable law, as a defense or otherwise final and non-appealable judgment in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not any such court shall be litigated in or by conclusive and binding upon such courtsPersons. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view Each party hereto irrevocably consents to the service of process outside the territorial jurisdiction of the fact that Owners are expected courts referred to reside in many states and outside the this Section 7(h) in any such action or proceeding by mailing copies thereof by registered or certified United States and mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 7(m); provided, however, that the desire foregoing shall not limit the right of a party hereto to establish with certainty that this effect service of process on the other parties hereto by any other legally available method. This Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed thereinDelaware, without giving effect to the conflicts any choice or conflict of law principles thereof. provision or rule (bwhether of the State of Delaware or any other jurisdiction) The that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns, will be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereby irrevocably submit submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the United States District Court above-named courts for any reason other than the Southern District failure to serve in accordance with Section 7(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of New York and any such court in the State of New York located in the City and County of New York, and any appellate court or from any thereoflegal 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 the applicable Law, any action, suit claim that (x) the action or proceeding in such court is brought against it or in connection with this Agreement or any an inconvenient forum, (y) the venue of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be heard enforced in or determined in by such New York state court or, to the extent permitted by law, in such federal courtcourts. The parties hereto agree that a final trial court judgment in any such action, suit action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To ; provided, however, that nothing in the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in foregoing shall restrict any such suitparty’s rights to seek any post-judgment relief regarding, action or proceedingany appeal from, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courtsfinal trial court judgment. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view All questions concerning the construction, validity, enforcement and interpretation of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will shall be governed by and construed and interpreted enforced in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the internal laws of the State of New York applicable to agreements made and to be performed thereinYork, without giving effect regard to the principles of conflicts of law principles thereof. . Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and (bwhether brought against a party hereto or its respective affiliates, directors, officers, members, partners, members, employees or agents) The parties hereto shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submit submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York state and any court in the State of New York located federal courts sitting in the City and County of New York, and Borough of Manhattan for the adjudication of any appellate court from any thereof, in any action, suit or proceeding brought against it dispute hereunder or in connection herewith or with this Agreement any transaction contemplated hereby or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgmentdiscussed herein, and the parties hereto hereby irrevocably waives, and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree agrees not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such courtscourt, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the such suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by is an inconvenient venue for such courts. (c) proceeding. Each of the Depositor, the Sellers and the Servicer party hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon it. (d) and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement shall limit or affect the any way any right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionlaw.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this This Agreement will shall be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York Delaware, regardless of the laws that might otherwise govern under applicable to agreements made and to be performed therein, without giving effect to the principles of conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction . In any action or proceeding between any of the United States District Court for the Southern District parties arising out of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with relating to this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement by this Agreement, each of any judgment, and the parties hereto hereby hereto: (a) irrevocably and unconditionally agree consents and submits, for itself and its property, to the exclusive jurisdiction and venue of any Delaware State court (or, in the case of any claim as to which the federal courts have exclusive subject matter jurisdiction, the Federal court of the United States of America, sitting in Delaware); (b) agrees that all claims in respect of such action or proceeding must be commenced, and may be heard and determined, exclusively in such Delaware State court (or, if applicable, such Federal court); (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding may be heard or determined in such New York state Delaware State court or(and, if applicable, such Federal court); and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such federal Delaware State court (or, if applicable, such Federal court). The Each of the parties hereto agree agrees that a final judgment in any such action, suit action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not Each party to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject this Agreement irrevocably consents to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereofthe manner provided for notices in Section 8.2. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, party to this Agreement to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionapplicable law.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereofTHIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. (b) The parties hereto hereby To the extent it may effectively do so under applicable law, each Borrower (i) irrevocably submit submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of any New York and any State or Federal court sitting in the State Borough of New York located in the Manhattan, The City and County of New York, and over any appellate court from any thereofsuit, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard arising out of or determined in such New York state court or, relating to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit Loan Document or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable lawdocument contemplated thereby, the parties hereto hereby waive and agree (ii) irrevocably waives and agrees not to assert assert, by way of motion, as a defense or otherwise otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (c) Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the nature referred to in paragraph (b) above brought in any such court shall be conclusive and binding upon such Borrower and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such Borrower is or may be subject) by a suit upon such judgment. (d) To the extent it may effectively do so under applicable law, each Borrower consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (b) by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of such Borrower set forth or referred to in Section 10.01. To the extent it may effectively do so under applicable law, each Borrower agrees that such service (i) shall be deemed in every respect effective service of process upon such Borrower in any such suit, action or proceeding, any claim that it is not personally subject proceeding and (ii) shall be taken and held to the jurisdiction of be valid personal service upon and personal delivery to such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courtsBorrower. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (de) Nothing contained in this Agreement Section 10.04 shall limit or affect the right of the Depositor, any of the Sellers Agent or the Servicer, as the case may be, Lender to serve process in any other manner permitted by law law, or limit any right that any Agent or Lender may have to start legal bring proceedings relating to any of the Home Equity Loans against any Mortgagor Borrower in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states This Agreement and outside the United States and the desire to establish with certainty that this Agreement will each Note shall be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to York. Each of the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Borrower, any Administrative Agent, the Servicing Agent, any Bank or any Related Party of the foregoing in any way relating to this Agreement or the jurisdiction transactions relating hereto, in any forum other than the courts of the State of New York sitting in New York County and of the United States District Court for of the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any and each of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard or and determined in such New York state court State or, to the fullest extent permitted by applicable law, in such federal court. The Notwithstanding the foregoing sentence, each of the parties hereto agree agrees that a final judgment in any such action, suit action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the parties hereto hereby waive and agree not defense of an inconvenient forum to assert by way the maintenance of motion, as a defense such action or otherwise proceeding in any such suit, action or proceeding, any claim that it is not personally subject court. Each party hereto irrevocably consents to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereofthe manner provided for notices in Section 9.01. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or will affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, party hereto to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionapplicable law.

Governing Law; Submission to Jurisdiction. (a) In view All questions concerning the construction, validity, enforcement and interpretation of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will shall be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the internal laws of the State of New York applicable to agreements made and to be performed thereinYork, without giving effect to the conflicts any choice of law principles thereof. or conflict of law provision or rule (b) The parties hereto hereby irrevocably submit to the jurisdiction whether of the United States District Court for the Southern District of New York and any court in the State of New York located or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the The City and County of New York, and Borough of Manhattan for the adjudication of any appellate court from any thereof, in any action, suit or proceeding brought against it dispute hereunder or in connection herewith or with this Agreement any transaction contemplated hereby or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgmentdiscussed herein, and the parties hereto hereby irrevocably waives, and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree agrees not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such courtscourt, that the such suit, action or proceeding is brought in an inconvenient forum, forum or that the venue of the such suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) improper. Each of the Depositor, the Sellers and the Servicer party hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon it. (d) and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement shall limit or affect the any way any right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionlaw. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction. (a) In view This Agreement and all disputes or controversies arising out of the fact that Owners are expected or relating to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will or the transactions contemplated hereby shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the internal laws of the State of New York applicable to agreements made and to be performed thereinDelaware, without giving effect regard to the laws of any other jurisdiction that might be applied because of the conflicts of law laws principles thereof. of the State of Delaware. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its successors or assigns against the other party shall be brought and determined in the Court of Chancery of the State of Delaware (b) The parties hereto hereby irrevocably submit or, only if such court declines to the jurisdiction of accept jurisdictions over a particular matter, then in the United States District Court for the Southern District of New York and Delaware, or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any court in sitting of the State of Delaware in New York located in the City and County of New York, Castle County) and any appellate court from any thereofof such courts (in any case, in the “Selected Court”), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the Selected Courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding brought against it relating thereto except in the Selected Courts, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in connection with Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgmenthereby, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, (a) any claim that it is not personally subject to the jurisdiction of the Selected Courts as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such courtscourt 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) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, that (ii) the venue of the such suit, action or proceeding is improper or that the related documents (iii) this Agreement, or the subject matter thereof hereof, may not be litigated enforced in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this This Agreement will shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the laws Laws of the State of New York Delaware applicable to agreements made contracts executed in and to be performed thereinentirely within that State, without giving effect regardless of the Law that might otherwise govern under applicable principles of conflicts of Law thereof. Each of the parties hereto irrevocably agrees that any legal action or Proceeding with respect to this Agreement and the rights and obligations arising hereunder, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Delaware Courts”). Each of the parties hereto consents to service of process being made upon it through the notice procedures set forth in Section 13, irrevocably submits with regard to any such action or Proceeding for itself and in respect of its property, generally and unconditionally, to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the personal jurisdiction of the United States District Court for the Southern District of New York aforesaid courts and agrees that it will not bring any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with action relating to this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement hereby in any court other than the aforesaid courts. Each of any judgment, and the parties hereto hereby irrevocably waives, and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree agrees not to assert by way of motion, as a defense defense, counterclaim or otherwise otherwise, in any such suit, action or proceedingProceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 16, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such courtscourt 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 the applicable Law, any claim that (A) the suit, action or proceeding Proceeding in such court is brought in an inconvenient forum, that (B) the venue of the such suit, action or proceeding Proceeding is improper or that the related documents (C) this Agreement, or the subject matter thereof hereof, may not be litigated enforced in or by such courts. (c) . Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Law of the Depositor, the Sellers State of Delaware and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the DepositorUnited States of America; provided, the Sellers however, that each such party’s consent to jurisdiction and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement Section 16 is solely for the purposes referred to in this Section 16 and shall limit not be deemed to be a general submission to such courts or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts State of any jurisdictionDelaware other than for such purpose.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state State court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers Depositor and the Servicer hereby irrevocably appoints and designates the Grantor Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the The Servicer agrees that service of such process upon the Grantor Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers Certificate Insurer or the ServicerServicer or any third-party beneficiary hereunder, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor Class A-2 Floating Certificate in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view This Agreement and all disputes or controversies arising out of the fact that Owners are expected or relating to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the internal laws of the State of New York applicable to agreements made and to be performed thereinYork, without giving effect regard to the principals of conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit laws. Each Party agrees that it shall bring any litigation with respect to the jurisdiction any claim arising out of or related to this Agreement, exclusively in the United States District Court for the Southern District of New York and or any court in the State of New York located State court sitting in New York County (together with the City and County of New Yorkappellate courts thereof, the “Chosen Courts”), and any appellate court from any thereof, in any action, suit or proceeding brought against it or solely in connection with claims arising under this Agreement or any (a) irrevocably submits to the exclusive jurisdiction of the related documents or the transactions contemplated hereunder or for recognition or enforcement of Chosen Courts, (b) waives any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims objection to laying venue in respect of any such action or proceeding may be heard in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or determined in do not have jurisdiction over either Party, (d) agrees that service of process upon such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment Party in any such action, suit action or proceeding shall be conclusive and may be enforced effective if notice is given in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable lawaccordance with Section 10 of this Agreement, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing although nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law Law and (e) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (a) nothing in this Section 12 shall prohibit any Party from seeking or to start legal proceedings relating to obtaining orders for conservatory or interim relief from any court of the Home Equity Loans against competent jurisdiction and (b) each Party agrees that any Mortgagor judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the courts world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereofTHIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. (b) The parties hereto hereby To the extent it may effectively do so under applicable law, each of the Borrower and MAI irrevocably submit (i) submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of any New York and any State or Federal court sitting in the State Borough of New York located in the Manhattan, The City and County of New York, and over any appellate court from any thereofsuit, in any action, suit action or proceeding brought against it arising out of or in connection with relating to this Agreement or any of the related documents or the transactions other document contemplated hereunder or for recognition or enforcement of any judgmenthereby, irrevocably waives and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree (ii) agrees not to assert assert, by way of motion, as a defense or otherwise in any such suit, action or proceedingotherwise, any claim that it is not personally subject to the jurisdiction of any such courtscourt, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding is brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the DepositorBorrower and MAI agrees, to the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to fullest extent it may effectively do so under applicable law, that a judgment in any actionsuit, suit action or proceeding set forth of the nature referred to in paragraph (b) hereof. Each of the Depositor, the Sellers above brought in any such court shall be conclusive and the Servicer agrees that service of such process binding upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit Borrower or affect the right of the Depositor, any of the Sellers or the ServicerMAI, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which the Borrower or MAI, as the case may be, is or may be subject) by a suit upon such judgment. (d) To the extent it may effectively do so under applicable law, each of the Borrower and MAI consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (b) by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Borrower or MAI, as the case may be, as set forth or referred to in Section 10.01. To the extent it may effectively do so under applicable law, each of the Borrower and MAI agrees that such service (i) shall be deemed in every respect effective service of process upon the Borrower or MAI, as the case may be, in any such suit, action or proceeding and (ii) shall be taken and held to be valid personal service upon and personal delivery to the Borrower or MAI, as the case may be. (e) Nothing in this Section 10.04 shall affect the right of the Administrative Agents, the Servicing Agent or any Lender to serve process in any other manner permitted by law law, or limit any right that the Administrative Agents, the Servicing Agent or any Lender may have to start legal bring proceedings relating to any of against the Home Equity Loans against any Mortgagor Borrower or MAI, as the case may be, in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement and all matters, claims or Actions (awhether at law, in equity, in Contract, in tort or otherwise) In view based upon, arising out of the fact that Owners are expected or relating to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will or the negotiation, execution or performance of this Agreement (collectively, the “Relevant Matters”), shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the laws of the State of New York Delaware, regardless of the laws that might otherwise govern under any applicable conflict of Laws principles. All actions arising out of or relating to agreements made any Relevant Matter shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to be performed thereinaccept jurisdiction over any action, without giving effect to any state or federal court within the conflicts State of law principles thereof. (bDelaware) The and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such action and irrevocably waive the United States District Court for defense of an inconvenient forum or lack of jurisdiction to the Southern District maintenance of New York any such action. The consents to jurisdiction and any court venue set forth in this Section 8.8 shall not constitute general consents to service of process in the State of New York located Delaware and shall have no effect for any purpose except as provided in this Section 8.8 and shall not be deemed to confer rights on any Person other than the City and County parties hereto. Each party hereto agrees that service of New York, and any appellate court from any thereof, process upon such party in any action, suit action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 8.4 of this Agreement. The parties hereto hereby waive any right to stay or dismiss any action or proceeding brought against it or in connection with this Agreement any Relevant Matter brought before the foregoing courts on the basis of (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason or that it or any of its property is immune from the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgmentabove-described legal process, and the parties hereto hereby irrevocably and unconditionally agree (ii) that all claims in respect of any such action or proceeding is brought in an inconvenient forum, that venue for the action or proceeding is improper or that this Agreement may not be heard enforced in or determined in by such New York state courts, or (iii) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court or, to the extent permitted by law, in such federal courthaving jurisdiction. The parties hereto agree that a final judgment in any such action, suit or proceeding action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim Law; provided that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor nothing in the courts of foregoing shall restrict any jurisdictionparty’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. This Agreement and all legal or administrative proceedings, suits, investigations, arbitrations or actions (a“Actions”) In view (whether at law, in equity, in contract, in tort or otherwise) based upon, arising out of the fact that Owners are expected or relating to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will or the negotiation, execution or performance of this Agreement, shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the laws of the State of New York applicable to agreements made contracts executed in and to be performed thereinentirely within that State, without giving effect regardless of the laws that might otherwise govern under any applicable conflict of laws principles. All Actions arising out of or relating to this Agreement shall be heard and determined in the conflicts Courts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction State of New York sitting in the County of New York, the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and unconditionally agree that all claims venue of such courts in respect any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such action or proceeding may be heard or determined Action. The consents to jurisdiction and venue set forth in such this Section 9(i) shall not constitute general consents to service of process in the State of New York state court or, and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the extent permitted parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by law, overnight courier at the address set forth in such federal courtSection 9(e) of this Agreement. The parties hereto agree that a final judgment in any such action, suit or proceeding Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim ; provided that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor nothing in the courts of foregoing shall restrict any jurisdictionparty’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Submission to Jurisdiction. (a) In view This Agreement and all disputes or controversies arising out of the fact that Owners are expected or relating to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will or the transactions contemplated hereby shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the internal laws of the State of New York applicable to agreements made and to be performed thereinNevada, without giving effect regard to the laws of any other jurisdiction that might be applied because of the conflicts of law laws principles thereofof the State of Nevada. (b) The parties hereto Each of the Parties irrevocably agrees that any Litigation arising out of or relating to this Agreement brought by any Party or its successors or permitted assigns against the other Party or Parties shall be brought and determined in any State or federal court located in Reno, Nevada, and each of the Parties hereby irrevocably submit submits to the exclusive jurisdiction of the United States District Court aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such Litigation arising out of or relating to this Agreement and the Southern District transactions contemplated hereby. Each of New York and the Parties hereto agrees not to commence any Litigation relating thereto except in the courts described above in Reno, Nevada, other than Litigation in any court of competent jurisdiction to enforce any Judgment rendered by any such court in Reno, Nevada as described herein. Each of the State of New York located in the City Parties hereby irrevocably and County of New Yorkunconditionally waives, and any appellate court from any thereofagrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action, suit Litigation arising out of or proceeding brought against it or in connection with relating to this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgmenthereby, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, (i) any claim that it is not personally subject to the jurisdiction of the courts in Reno, Nevada as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such courtscourt 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) that (A) the suit, action or proceeding Litigation in any such court is brought in an inconvenient forum, that (B) the venue of the suit, action or proceeding such Litigation is improper or that the related documents (C) this Agreement, or the subject matter thereof hereof, may not be litigated enforced in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this This Agreement will shall be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable York; provided that as to agreements made and to be performed thereinCollateral located in any jurisdiction other than the State of New York, without giving effect to the conflicts Collateral Agent, on behalf of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction Purchaser, shall have all of the United States District Court for rights to which a secured party is entitled under the Southern District laws of New York and such other jurisdiction. No claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”) may be commenced, prosecuted or continued in any court in other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, and any appellate court from any thereofor in the courts of the domicile of each of the parties hereto, in any action, suit or proceeding respect of actions brought against it or in connection with this Agreement or any such party as a defendant, which courts shall have exclusive jurisdiction over the adjudication of such matters, and each of the related documents or parties hereto consents and irrevocably and unconditionally submits to the transactions contemplated hereunder or for recognition or enforcement exclusive jurisdiction of any judgment, such courts and personal service with respect thereto. Each of the parties hereto hereby irrevocably consents to personal jurisdiction, service and unconditionally agree that all claims venue in respect any court in which any Claim arising out of or in any such action way relating to this Agreement is brought by any third party against the Collateral Agent or proceeding may be heard or determined in such New York state court orany indemnified party. Each of the parties hereto (each on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) irrevocably and unconditionally waives, to the extent permitted by applicable law, (i) any objection that it may now or hereafter have to the laying of venue of any such Claim, (ii) all right to trial by jury in such federal courtany action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement, (iii) any other jurisdiction to which it may otherwise be entitled and (iv) any right to which it may be entitled, on account of place of residence or domicile. The Each of the parties hereto agree agrees that a final judgment in any such action, suit proceeding or proceeding counterclaim brought in any such court shall be conclusive and binding upon such party and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject courts to the jurisdiction of which such courtsparty is or may be subject, that by suit upon such judgment. Pledgor hereby appoints, and further agrees to take any and all action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect until the suittermination of this Agreement from the date hereof, action or proceeding is brought in an inconvenient forumwithout power of revocation, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee CT Corporation System as its true agent to accept and lawful attorney and duly authorized agent for acceptance of acknowledge on its behalf service of legal any and all process with respect to that may be served in any action, suit proceeding or proceeding set forth counterclaim in paragraph (b) hereof. Each any way relating to or arising out of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect (the right of “Process Agent”). In the Depositor, any of the Sellers or the Servicer, as the case may be, event that CT Corporation System has ceased to serve process in any other manner permitted by law or as Process Agent, Pledgor agrees to start legal proceedings relating to any notify the Collateral Agent and Purchaser of the Home Equity Loans against any Mortgagor in the courts of any jurisdictiona successor Process Agent within ten (10) Business Days.

Governing Law; Submission to Jurisdiction. (a) In view This Agreement and the Ancillary Agreements and any dispute arising out of or relating to or in connection with this Agreement or any Ancillary Agreement shall be governed by, and construed in accordance with, the Laws of the fact State of Delaware, regardless of the laws that Owners are expected might otherwise govern under applicable principles of conflicts of laws thereof. (b) To the fullest extent permitted by applicable Law, each party hereto (i) agrees that any claim, action or proceeding by such party seeking any relief whatsoever arising out of, relating to reside or in many states connection with, this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby shall be brought only in the Court of Chancery or the Superior Court of the State of Delaware in and outside for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware) and not in any other State or Federal court in the desire United States of America or any court in any other country, (ii) agrees to establish submit to the exclusive jurisdiction of such courts located in for purposes of all legal proceedings arising out of, or in connection with, this Agreement, the Ancillary Agreements or the transactions contemplated hereby, (iii) waives and agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any such Action brought in such a court or any claim that any such Action brought in such a court has been brought in an inconvenient forum, and (iv) agrees that mailing of process or other papers in connection with certainty any such action or proceeding in the manner provided in Section 12.03 or any other manner as may be permitted by Law shall be valid and sufficient service thereof; provided, that, notwithstanding the foregoing or anything to the contrary in this Agreement, each Seller Related Party and each of the other parties hereto (including each parties’ Affiliates) (A) agrees that it will not bring or support, or permit any of their Affiliates to bring or support, any Action of any kind or description, whether in law or in equity whether in contract or in tort or otherwise, involving the Financing Sources arising out of, or relating to, the transactions contemplated by this Agreement will Agreement, the Ancillary Agreements, the Debt Financing Commitment, the Transaction Financing or the performance of services thereunder or related thereto in any forum other than the state or federal court sitting in the Borough of Manhattan, New York, New York, and any appellate court thereof and each Person party hereto submits for itself and its property with respect to any such Action to the exclusive jurisdiction of such court and (B) agrees that any such Action shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect regard to the conflicts of law principles thereof. (b) rules of such State that would result in the application of the laws of any other State. The parties hereto hereby irrevocably submit to preceding sentence shall not limit the jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding Accounting Arbitrator set forth in paragraph (b) hereof. Each Section 2.04, although claims may be asserted in such courts described in the preceding sentence for purposes of enforcing the jurisdiction and judgments of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon itAccounting Arbitrator. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereofTHIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. (b) The parties hereto hereby To the extent it may effectively do so under applicable law, the Borrower (i) irrevocably submit submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of any New York and any State or Federal court sitting in the State Borough of New York located in the Manhattan, The City and County of New York, and over any appellate court from any thereofsuit, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard arising out of or determined in such New York state court or, relating to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit Loan Document or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable lawdocument contemplated thereby, the parties hereto hereby waive and agree (ii) irrevocably waives and agrees not to assert assert, by way of motion, as a defense or otherwise otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (c) The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that a judgment in any suit, action or proceeding of the nature referred to in paragraph (b) above brought in any such court shall be conclusive and binding upon the Borrower and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which the Borrower is or may be subject) by a suit upon such judgment. (d) To the extent it may effectively do so under applicable law, the Borrower consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (b) by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Borrower set forth or referred to in Section 9.01. To the extent it may ---- effectively do so under applicable law, the Borrower agrees that such service (i) shall be deemed in every respect effective service of process upon the Borrower in any such suit, action or proceeding, any claim that it is not personally subject proceeding and (ii) shall be taken and held to be valid personal service upon and personal delivery to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courtsBorrower. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (de) Nothing contained in this Agreement Section 9.04 shall limit or affect the right of the Depositor, any of the Sellers Agent ---- or the Servicer, as the case may be, Lender to serve process in any other manner permitted by law law, or limit any right that any Agent or Lender may have to start legal bring proceedings relating to any of against the Home Equity Loans against any Mortgagor Borrower in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view All questions concerning the construction, validity, enforcement and interpretation of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will shall be governed by and construed and interpreted enforced in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the internal laws of the State of New York applicable to agreements made and to be performed thereinYork, without giving effect regard to the principles of conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to . Each party agrees that all legal proceedings concerning the jurisdiction interpretations, enforcement and defense of the United States District Court for transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the Southern District state and federal courts sitting in the County of New York and any court York, in the State of New York located York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City and County of New York, and in the State of New York, for the adjudication of any appellate court from any thereof, in any action, suit or proceeding brought against it dispute hereunder or in connection herewith or with this Agreement any transaction contemplated hereby or any of discussed herein (including with respect to the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgmentthis Agreement), and the parties hereto hereby irrevocably waives, and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree agrees not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such courtscourt, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the such suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by is an inconvenient venue for such courts. (c) proceeding. Each of the Depositor, the Sellers and the Servicer party hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon it. (d) and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement shall limit or affect the any way any right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionlaw.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will be governed by and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York state State court or, to the extent permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers Seller, the Master Servicer or the ServicerServicers or other third-party beneficiary hereunder, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Mortgage Loans against any Mortgagor in the courts of any jurisdiction.

Governing Law; Submission to Jurisdiction. (a) In view This Agreement, and all claims or causes of the fact action (whether in contract, tort or otherwise) that Owners are expected may be based upon, arising out of or relating to reside in many states and outside the United States and the desire to establish with certainty that this Agreement will or the negotiation, execution and delivery or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed and interpreted in accordance with the law laws of a state having a well-developed body New York without respect to its applicable principles of commercial and financial law relevant to transactions conflicts of laws that might require the application of the type contemplated hereinlaws of another jurisdiction. (b) Each of the parties hereby irrevocably and unconditionally (i) submits, this Agreement for itself and each Certificate shall be construed its property, to the exclusive jurisdiction and venue of the federal courts of the United States located in accordance with and governed by the laws Southern District of the State of New York applicable to agreements made and to be performed thereinor, without giving effect to if such courts do not have jurisdiction, the conflicts state courts of law principles thereof. (b) The parties hereto hereby irrevocably submit to the jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located sitting in the City and County Borough of Manhattan (“New York, and any appellate court from any thereof, York Courts”) in any actionAction arising out of or relating to this Agreement, suit including the negotiation, execution or proceeding brought against it or in connection with performance of this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree agrees that all claims in respect of any such action or proceeding may Action shall be heard or and determined in such the New York state court orCourts, (ii) waives, to the fullest extent permitted by lawLaw, (x) any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement in the New York Courts, including any objection based on its place of incorporation or domicile and (y) the defense of an inconvenient forum to the maintenance of such federal court. The parties hereto agree Action in any such court and (iii) agrees that a final and non-appealable judgment in any such action, suit or proceeding Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance of service of legal process with respect to any action, suit or proceeding set forth in paragraph (b) hereofLaw. Each of the Depositor, the Sellers parties consents and the Servicer agrees that service of such process upon process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the Trustee shall constitute personal service of such process upon it. (d) Nothing contained applicable address set forth in this Agreement shall limit Section 6.02 or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor in the courts of any jurisdictionLaw.

Governing Law; Submission to Jurisdiction. (a) In view of the fact that Owners are expected to reside in many states and outside the United States This Agreement and the desire to establish with certainty that this Agreement will Notes shall be governed by by, and construed and interpreted in accordance with the law of a state having a well-developed body of commercial and financial law relevant to transactions of the type contemplated herein, this Agreement and each Certificate shall be construed in accordance with and governed by with, the laws of the State of New York applicable to agreements made and to be performed therein, without giving effect to the conflicts of law principles thereofYork. (b) The parties hereto Borrower hereby irrevocably submit and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States District Court for the Southern District of America sitting in New York and any court in the State of New York located in the City and County of New YorkCity, and any appellate court from any thereof, in any action, suit action or proceeding brought against it arising out of or in connection with relating to this Agreement or any of the related documents or the transactions contemplated hereunder Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agree agrees that all claims in respect of any such action or proceeding may be heard or and determined in such New York state court State or, to the extent permitted by law, in such federal Federal court. The Each of the parties hereto agree agrees that a final judgment in any such action, suit action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To Subject to the foregoing and to paragraph (c) below, nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party hereto in the courts of any jurisdiction. (c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent permitted it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or Federal court and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) The Borrower agrees that service of process may be made on the Borrower by applicable law, personal service of a copy of the parties hereto hereby waive summons and agree not to assert by way of motion, as a defense complaint or otherwise other legal process in any such suit, action or proceeding, any claim that it is not personally subject or by registered or certified mail (postage prepaid) to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue address of the suitBorrower specified in Section 8.02, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. (c) Each of the Depositor, the Sellers and the Servicer hereby irrevocably appoints and designates the Trustee as its true and lawful attorney and duly authorized agent for acceptance any other method of service of legal process with respect to any action, suit or proceeding set forth provided for under the applicable laws in paragraph (b) hereof. Each of the Depositor, the Sellers and the Servicer agrees that service of such process upon the Trustee shall constitute personal service of such process upon it. (d) Nothing contained in this Agreement shall limit or affect the right of the Depositor, any of the Sellers or the Servicer, as the case may be, to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Home Equity Loans against any Mortgagor effect in the courts State of any jurisdictionNew York.