Common use of Applicable Law; Jurisdiction Clause in Contracts

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by the laws of the state in which the Hotel is located, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction regardless of the state laws that might otherwise govern under applicable principles of conflicts of laws. All actions and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding proceedings arising out of or relating to this Agreement or the negotiation, validity or performance of this Agreement, or for recognition or enforcement shall be heard and determined in the Court of any judgmentChancery of the State of Delaware, and each of the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of 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 parties hereto. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under the applicable Laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by and construed in accordance with the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s principles of conflict of laws. The parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the laws provisionsof the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of Owner the parties hereto agrees that any action, suit or other Legal Proceeding arising out of the transactions contemplated by this Agreement (a “Proceeding”) shall be commenced and Manager conducted exclusively in the federal or state courts of the State of Delaware, and each of the parties hereby irrevocably and unconditionally submits, for itself and its property, unconditionally: (a) consents to submit to the nonexclusive exclusive jurisdiction of the federal and state courts in the State of Delaware for any Proceeding (and each party agrees not to commence any Proceeding, except in such courts); (b) waives any objection to the laying of venue of any Proceeding in the federal or state courts of the State of Delaware; (c) waives, and agrees not to plead or to make, any claim that any Proceeding brought in any federal or state court of the State of Delaware has been brought in an improper or otherwise inconvenient forum; and (to the extent permitted by lawd) Federal courts of such statewaives, and agrees not to plead or to make, any appellate court from claim that any thereof, in Proceeding shall be transferred or removed to any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each other forum. Each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, agrees: (i) to the extent permitted by law, in such Federal court. Each party is not otherwise subject to service of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party process in the courts State of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waivesDelaware, to appoint and maintain an agent in the fullest extent it State of Delaware as such party’s agent for acceptance of legal process and (ii) that service of process may legally 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 effectively do so, any objection which it may now that service made pursuant to clauses (i) or hereafter (ii) above shall have to the laying same legal force and effect as if served upon such party personally within the State of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtDelaware.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction regardless of the state laws that might otherwise govern under applicable principles of conflicts of laws. All actions and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding proceedings arising out of or relating to this AgreementAgreement or the negotiation, validity or for recognition or enforcement performance of any judgmentthis Agreement shall be heard and determined in the Court of Chancery of the State of Delaware, and each of the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of 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 parties hereto. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under the applicable Laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction regardless of the state laws that might otherwise govern under applicable principles of conflicts of laws. All actions and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding proceedings arising out of or relating to this Agreement, the negotiation, validity or for recognition performance of this Agreement, the Offer or enforcement the Merger shall be heard and determined in the Court of Chancery of the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any judgmentcourt of the United States located in the State of Delaware), and each of the parties hereto hereby irrevocably submit to the jurisdiction of such courts (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of 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 parties hereto. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under the applicable Laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction regardless of the state laws that might otherwise govern under applicable principles of conflicts of laws. All actions and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding proceedings arising out of or relating to this Agreement, the negotiation, validity or for recognition performance of this Agreement or enforcement the Merger shall be heard and determined in the Court of any judgmentChancery of the State of Delaware, and each of the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of 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 parties hereto. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under the applicable Laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction regardless of the state laws that might otherwise govern under applicable principles of conflicts of laws. All actions and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding proceedings arising out of or relating to this AgreementAgreement or the negotiation, validity or for recognition or enforcement performance of any judgmentthis Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware, and each of the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom) in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware, 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 parties hereto. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under Section 18(d) or otherwise under the applicable laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Jurisdiction. This Except to the extent that the WBCL must mandatorily govern the terms of the Merger, this Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction regardless of the state laws that might otherwise govern under applicable principles of conflicts of laws. All actions and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding proceedings arising out of or relating to this Agreement, the negotiation, validity or for recognition performance of this Agreement, the Offer or enforcement the Merger shall be heard and determined in the Court of Chancery of the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any judgmentcourt of the United States located in the State of Delaware), and each of the parties hereto hereby irrevocably submit to the jurisdiction of such courts (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of 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 parties hereto. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under the applicable Laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction regardless of the state laws that might otherwise govern under applicable principles of conflicts of laws. All actions and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding proceedings arising out of or relating to this Agreement or the negotiation, validity or performance of this Agreement, or for recognition or enforcement shall be heard and determined in the Court of any judgmentChancery of the State of Delaware, and each of the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of 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 parties hereto. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under the applicable Laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws Laws of the state in which of Delaware, regardless of the Hotel is located, without regard to Laws that state’s conflict might otherwise govern under applicable principles of laws provisionsconflicts of Laws. Each of Owner the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and Manager determined in the Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid 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 and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding 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 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 submits, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such statewaives, and any appellate court from any thereofagrees 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 AgreementAgreement or the transactions contemplated hereby, or for recognition or enforcement of (a) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees courts in Delaware as described herein for any reason, (b) that all claims in respect it or its property is exempt or immune from jurisdiction of any such action court or proceeding may be heard and determined from any legal process commenced in such state court orcourts (whether through service of notice, attachment prior to the extent permitted by lawjudgment, attachment in such Federal court. Each aid of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the execution of judgment, execution of judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right otherwise) and (c) that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against (i) the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Applicable Law; Jurisdiction. (a) This Agreement shall be construed under and shall be governed by the laws of the state in which the Hotel is located, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and all actions (to the extent permitted by whether at law) Federal courts of such state, and any appellate court from any thereof, in any action contract, in tort or proceeding otherwise) arising out of or relating to this Agreement, the negotiation, validity or for recognition performance of this Agreement, the Offer or enforcement of any judgmentthe Merger shall be governed by, and each construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. All actions and proceedings (whether at law, in contract, in tort or otherwise) arising out of or relating to this Agreement, the negotiation, validity or performance of this Agreement, the Offer or the Merger shall be heard and determined in the Court of Chancery of the State of Delaware, and the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of 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 parties hereto. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under the applicable Laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waivesEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER AT LAW, to the fullest extent it may legally and effectively do soIN CONTRACT, 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 court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtIN TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Applicable Law; Jurisdiction. 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 principles of conflicts of laws; provided, however, notwithstanding the foregoing and for the avoidance of doubt, the laws of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement that are expressly or otherwise required to be governed by the laws of the state in which the Hotel is located, without regard to that state’s conflict of laws provisionsNevada Revised Statutes. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in In any action or proceeding between any of the parties hereto arising out of or relating to this AgreementAgreement or any of the Contemplated Transactions, or for recognition or enforcement of any judgment, and each of the parties hereto hereby hereto: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 18; (c) waives any objection to laying venue in any such action or proceeding may be heard and determined in such state court or, to the extent permitted by law, in courts; (d) waives any objection that such Federal court. Each of the parties hereto courts are an inconvenient forum or do not have jurisdiction over any party; (e) agrees that a final judgment service of process upon such party in any such action or proceeding shall be conclusive effective if notice is given in accordance with Section 14 of this Agreement; and may be enforced in other jurisdictions (f) irrevocably waives the right to trial by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtjury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws Laws of the state in which State of Delaware, regardless of the Hotel is located, without regard to Laws that state’s conflict might otherwise govern under applicable principles of laws provisionsconflicts of Laws. Each of Owner the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and Manager determined in the Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid 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 and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding 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 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 submits, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such statewaives, and any appellate court from any thereofagrees 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 AgreementAgreement or the transactions contemplated hereby, or for recognition or enforcement of (a) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees courts in Delaware as described herein for any reason, (b) that all claims in respect it or its property is exempt or immune from jurisdiction of any such action court or proceeding may be heard and determined from any legal process commenced in such state court orcourts (whether through service of notice, attachment prior to the extent permitted by lawjudgment, attachment in such Federal court. Each aid of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the execution of judgment, execution of judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right otherwise) and (c) that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against (i) the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by and construed in accordance with the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s principles of conflict of laws. The parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the laws provisionsof the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of Owner and Manager hereby irrevocably and unconditionally submitsthe parties hereto agrees that any action, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action suit or proceeding arising out of the transactions contemplated by this Agreement (a "Proceeding") shall be commenced and conducted exclusively in the federal or relating to this Agreement, or for recognition or enforcement state courts of any judgmentthe State of Delaware, and each of the parties hereby irrevocably and unconditionally: (i) consents to submit to the exclusive jurisdiction of the federal and state courts in the State of Delaware for any Proceeding (and each party agrees not to commence any Proceeding, except in such courts); (ii) waives any objection to the laying of venue of any Proceeding in the federal or state courts of the State of Delaware; (iii) waives, and agrees not to plead or to make, any claim that any Proceeding brought in any federal or state court of the State of Delaware has been brought in an improper or otherwise inconvenient forum; and (iv) waives, and agrees not to plead or to make, any claim that any Proceeding shall be transferred or removed to any other forum. Each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, agrees: (1) to the extent permitted by law, in such Federal court. Each party is not otherwise subject to service of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party process in the courts State of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waivesDelaware, to appoint and maintain an agent in the fullest extent it State of Delaware as such party's agent for acceptance of legal process, and (2) that service of process may legally 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 effectively do so, any objection which it may now that service made pursuant to clause (1) or hereafter (2) above shall have to the laying same legal force and effect as if served upon such party personally within the State of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtDelaware.

Applicable Law; Jurisdiction. (a) This Agreement is made under, and shall be construed under and shall be governed by enforced in accordance with, the laws of the state in which the Hotel is locatedState of Delaware applicable to agreements made and to be performed solely therein, without regard giving effect to principles of conflicts of law thereof (or any other jurisdiction), except that state’s conflict matters relating to the fiduciary duties of the Company Board or the Company Special Committee, as applicable, shall be subject to the laws provisionsof the State of Utah. Each of Owner the parties hereto: (i) consents to and Manager hereby irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive exclusive personal jurisdiction of the state and (to Court of Chancery of the extent permitted by law) Federal courts State of such stateDelaware or, and any appellate if that court from any thereofdoes not have jurisdiction, a federal court sitting in Delaware in any action or proceeding arising out of or relating to this Agreement, Agreement or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally transactions contemplated by this Agreement; (ii) agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive heard and determined in any such court; (iii) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court or otherwise assert a defense in any matter or claim waived by under this Section 7.5 or that any Order issued by such courts may not be enforced in or by such courts; (iv) agrees that mailing of process or other jurisdictions by suit on papers in connection with any Legal Proceeding in the judgment manner provided in Section 7.8 or in any such other manner provided as may be permitted by law. Nothing in this Agreement applicable Law shall affect any right that Owner or Manager may otherwise have to be valid and sufficient service thereof; and (v) shall not bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any court referred to aboveother court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the waives any defense of an inconvenient forum to the maintenance of such any action or proceeding in so brought and waives any such courtbond, surety or other security that might be required of any other Person with respect thereto.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by and construed in accordance with the laws Laws of the state in which the Hotel is locatedState of New York, without regard to that state’s principles of conflict of laws provisionslaws. The Parties hereby declare that it is their intention that this Agreement shall be regarded as made under the Laws of the State of New York and that the Laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of Owner and Manager hereby irrevocably and unconditionally submitsthe Parties agrees that any action, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action suit or proceeding arising out of the transactions contemplated by this Agreement (a “Proceeding”) shall be commenced and conducted exclusively in the federal or relating to this Agreement, or for recognition or enforcement state courts in the Southern District of any judgmentthe State of New York, and each of the parties hereto Parties hereby irrevocably and unconditionally unconditionally: (i) consents to submit to the exclusive jurisdiction of the federal and state courts in the Southern District of the State of New York for any Proceeding (and each Party agrees that all claims in respect of not to commence any such action or proceeding may be heard and determined Proceeding, except in such state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, courts); (ii) waives any objection which it may now or hereafter have to the laying of venue of any suitProceeding in the federal or state courts in the Southern District of the State of New York; (iii) waives, action and agrees not to plead or proceeding arising out of or relating to this Agreement make, any claim that any Proceeding brought in any federal or state court referred in the Southern District of the State of New York has been brought in an improper or otherwise inconvenient forum; and (iv) waives, and agrees not to aboveplead or to make, any claim that any Proceeding shall be transferred or removed to any other forum. Each of the parties hereto Parties hereby irrevocably waivesand unconditionally agrees: (1) to the extent such Party is not otherwise subject to service of process in the State of New York, to appoint and maintain an agent in the fullest extent permitted State of New York as such Party’s agent for acceptance of legal process and (2) that service of process may also be made on such Party by lawprepaid 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 clause (1) or (2) above shall have the defense same legal force and effect as if served upon such Party personally within the State of an inconvenient forum to the maintenance of such action or proceeding in any such courtNew York.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction regardless of the state laws that might otherwise govern under applicable principles of conflicts of laws. All actions and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding proceedings arising out of or relating to this Agreement, the negotiation, validity or for recognition performance of this Agreement, the Offer or enforcement the Merger shall be heard and determined in the Court of Chancery of the State of Delaware (or, if such court declines to exercise jurisdiction over such matter, any judgmentstate or federal court in the State of Delaware), and each of the parties hereto hereby irrevocably submit to the jurisdiction of such courts (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of 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 parties hereto. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under the applicable Laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Applicable Law; Jurisdiction. This Agreement agreement is made under, and shall be construed under and shall be governed by enforced in accordance with, the laws of the state in which the Hotel is locatedState of Maryland applicable to agreements made and to be performed solely therein, without regard giving effect to that state’s conflict principles of laws provisionsconflicts of law. Each of Owner and Manager the Parties hereby irrevocably and unconditionally submits, for itself consent to and its property, submit to the nonexclusive exclusive jurisdiction of the state Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (to the extent permitted by law“Maryland Court”) Federal courts of such state, and for any appellate court from any thereof, in any action or proceeding litigation arising out of or this Agreement and the Transactions (and agree not to commence any litigation relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined thereto except in such state court orcourt), to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waive any objection which it may now or hereafter have to the laying of venue of any suit, action such litigation in the Maryland Court and agree not to plead or proceeding arising out of or relating to this Agreement claim in the Maryland Court that such litigation brought therein has been brought in any court referred to aboveinconvenient forum. Each of the parties hereto Parties hereby irrevocably waivesand unconditionally agrees to request and/or consent to the assignment of any such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties agrees, (a) to the extent such Party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the fullest extent permitted State of Maryland as such Party’s agent for acceptance of legal process, and (b) that service of process may also be made on such Party by law, prepaid certified mail with a proof of mailing receipt validated by the defense United States Postal Service constituting evidence of an inconvenient forum valid service. Service made pursuant to (a) or (b) above shall have the maintenance same legal force and effect as if served upon such Party personally within the State of such action or proceeding in any such courtMaryland.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by the laws of the state in which the Hotel is locatedCommonwealth of Virginia, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such statethe Commonwealth of Virginia and of the United States District Court of the Eastern District of Virginia, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Virginia state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party Manager in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Applicable Law; Jurisdiction. This Agreement shall be governed ---------------------------- by and construed under and shall be governed by enforced in accordance with the laws of the state in which the Hotel is located, State of Delaware without regard giving effect to that state’s conflict laws and principles relating to conflicts of laws provisionslaw. Each of Owner and Manager hereby party to this Agreement irrevocably and unconditionally submits, for itself and its property, consent to submit to the nonexclusive exclusive jurisdiction of the state Chancery Court in and (to for New Castle County, Delaware and of the extent permitted by law) Federal courts of such statethe United States of America located in the State of Delaware for any actions, and any appellate court from any thereof, in any action suits or proceeding proceedings arising out of or relating to this Agreementagreement and the transactions contemplated hereby (and agree not to commence any action, suit or for recognition or enforcement proceeding relating thereto except in such courts), and further agree that service of any judgmentprocess, and each summons, notice or document by U.S. registered mail at the address set forth in Section 11.2 of the parties hereto this Agreement shall be effective service of process for any action, suit or proceeding brought against you in any such court. You hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waive any objection which it may now or hereafter have to the laying of venue of any suitaction, action suit or proceeding arising out of this agreement or relating to this Agreement the transactions contemplated hereby, in any court referred to above. Each the Chancery Court in and for New Castle County, Delaware and of the parties hereto courts of the United States of America located in the State of Delaware, and hereby further irrevocably waives, and unconditionally waive and agree not to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action plead or proceeding claim in any such courtcourt that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by and construed in accordance with the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s principles of conflict of laws. The parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the laws provisionsof the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of Owner the parties hereto agrees (a) that this Agreement involves at least $100,000.00, and Manager hereby irrevocably and unconditionally submits, for itself and its property, to (b) that this Agreement has been entered into by the nonexclusive jurisdiction parties hereto in express reliance upon 6 Del. C. Section 2708. Each of the state and (to the extent permitted by law) Federal courts of such stateparties hereto agrees that any action, and any appellate court from any thereof, in any action suit or proceeding arising out of the transactions contemplated by this Agreement (a "PROCEEDING") shall be commenced and conducted exclusively in the federal or relating to this Agreement, or for recognition or enforcement state courts of any judgmentthe State of Delaware, and each of the parties hereby irrevocably and unconditionally: (i) consents to submit to the exclusive jurisdiction of the federal and state courts in the State of Delaware for any Proceeding (and each party agrees not to commence any Proceeding, except in such courts); (ii) waives any objection to the laying of venue of any Proceeding in the federal or state courts of the State of Delaware; (iii) waives, and agrees not to plead or to make, any claim that any Proceeding brought in any federal or state court of the State of Delaware has been brought in an improper or otherwise inconvenient forum; and (iv) waives, and agrees not to plead or to make, any claim that any Proceeding shall be transferred or removed to any other forum. Each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, agrees: (1) to the extent permitted by law, in such Federal court. Each party is not otherwise subject to service of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party process in the courts State of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waivesDelaware, to appoint and maintain an agent in the fullest extent it State of Delaware as such party's agent for acceptance of legal process, and (2) that service of process may legally 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 effectively do so, any objection which it may now that service made pursuant to clause (1) or hereafter (2) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the laying State of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawDelaware, the defense Company does hereby appoint as such agent The Corporation Trust Company, 1209 Orange Street, County of an inconvenient forum to the maintenance of such action or proceeding in any such courtNewcastle, Xxxxxxxxxx, Xxxxxxxx 00000.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction regardless of the state laws that might otherwise govern under applicable principles of conflicts of laws. All actions and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding proceedings arising out of or relating to this Agreement, the negotiation, validity or for recognition performance of this Agreement, or enforcement the Merger shall be heard and determined exclusively in the Court of any judgmentChancery of the State of Delaware, and each of the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of 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 parties hereto. The parties agree that service of any court paper may be heard made in any manner as may be provided in Section 7.9 (other than by facsimile) and determined otherwise under the applicable Legal Requirements or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtapplicable Legal Requirements.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by and construed in accordance with the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s principles of conflict of laws. The parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the laws provisionsof the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of Owner the parties hereto agrees (a) that this Agreement involves at least $100,000.00, and Manager hereby irrevocably and unconditionally submits, for itself and its property, to (b) that this Agreement has been entered into by the nonexclusive jurisdiction parties hereto in express reliance upon 6 Del. C. ss. 2708. Each of the state and (to the extent permitted by law) Federal courts of such stateparties hereto agrees that any action, and any appellate court from any thereof, in any action suit or proceeding arising out of the transactions contemplated by this Agreement (a "Proceeding") shall be commenced and conducted exclusively in the federal or relating to this Agreement, or for recognition or enforcement state courts of any judgmentthe State of Delaware, and each of the parties hereby irrevocably and unconditionally: (i) consents to submit to the exclusive jurisdiction of the federal and state courts in the State of Delaware for any Proceeding (and each party agrees not to commence any Proceeding, except in such courts); (ii) waives any objection to the laying of venue of any Proceeding in the federal or state courts of the State of Delaware; (iii) waives, and agrees not to plead or to make, any claim that any Proceeding brought in any federal or state court of the State of Delaware has been brought in an improper or otherwise inconvenient forum; and (iv) waives, and agrees not to plead or to make, any claim that any Proceeding shall be transferred or removed to any other forum. Each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, agrees: (1) to the extent permitted by law, in such Federal court. Each party is not otherwise subject to service of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party process in the courts State of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waivesDelaware, to appoint and maintain an agent in the fullest extent it State of Delaware as such party's agent for acceptance of legal process, and (2) that service of process may legally 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 effectively do so, any objection which it may now that service made pursuant to clause (1) or hereafter (2) above shall have to the laying same legal force and effect as if served upon such party personally within the State of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtDelaware.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by the laws of the state State in which the Hotel is located, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such stateState and of the United States District Court for such State, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party Manager in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction regardless of the state and (to the extent permitted by law) Federal courts laws that might otherwise govern under applicable principles of such state, and any appellate court from any thereof, in conflicts of laws. In any action or proceeding suit between any of the Parties arising out of or relating to this Agreement, Agreement or for recognition or enforcement any of any judgment, and the Contemplated Transactions: (a) each of the parties hereto hereby (i) irrevocably and unconditionally agrees that all claims in respect submits itself to the exclusive jurisdiction of any such action or proceeding may be heard and determined in such state court the Court of Chancery of the State of Delaware or, to the extent permitted by lawsuch court does not have jurisdiction, the United States District Court of the District of Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated herein, (b) agrees that every such suit, action or proceeding shall be brought, heard and determined exclusively in such court, (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 or the Contemplated Transactions in any court referred to above. Each of the parties hereto hereby irrevocably waivesother court, to the fullest extent permitted by law, the and (e) waives any defense of an inconvenient forum to the maintenance of such any suit, action or proceeding in any such court.so brought. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE DOCUMENTS RELATED HERETO IS LIKELY TO

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by the laws of the state in which the Hotel is located(a) THIS AGREEMENT SHALL BE INTERPRETED, without regard to that state’s conflict of laws provisionsCONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE CONFLICTS OF LAW PRINCIPLES. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the The parties hereto hereby irrevocably submit to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such Court of Chancery shall lack subject matter jurisdiction, the federal courts of the United States of America located in the County of New Castle, Delaware, solely in respect of the interpretation and unconditionally agrees enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims in respect of any relating to such action action, suit or proceeding may proceedings shall be heard and determined in such state courts. The parties hereto hereby consent to and grant any such court orjurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in such Federal court. Each of the parties hereto agrees that a final judgment in connection with any such action or proceeding in the manner provided in Section 8.9 or in such other manner as may be permitted by Law shall be conclusive valid and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtsufficient service thereof.

Applicable Law; Jurisdiction. This Agreement shall be governed ---------------------------- by and construed under and shall be governed by enforced in accordance with the laws of the state in which the Hotel is located, State of Delaware without regard giving effect to that state’s conflict laws and principles relating to conflicts of laws provisionslaw. Each of Owner and Manager hereby party to this Agreement irrevocably and unconditionally submits, for itself and its property, consent to submit to the nonexclusive exclusive jurisdiction of the state Chancery Court in and (to for New Castle County, Delaware and of the extent permitted by law) Federal courts of such statethe United States of America located in the State of Delaware for any actions, and any appellate court from any thereof, in any action suits or proceeding proceedings arising out of or relating to this Agreementagreement and the transactions contemplated hereby (and agree not to commence any action, suit or for recognition or enforcement proceeding relating thereto except in such courts), and further agree that service of any judgmentprocess, and each summons, notice or document by U.S. registered mail at the address set forth in Section 10.2 of the parties hereto this Agreement shall be effective service of process for any action, suit or proceeding brought against you in any such court. You hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waive any objection which it may now or hereafter have to the laying of venue of any suitaction, action suit or proceeding arising out of this agreement or relating to this Agreement the transactions contemplated hereby, in any court referred to above. Each the Chancery Court in and for New Castle County, Delaware and of the parties hereto courts of the United States of America located in the State of Delaware, and hereby further irrevocably waives, and unconditionally waive and agree not to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action plead or proceeding claim in any such courtcourt that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Applicable Law; Jurisdiction. (a) This Agreement shall be construed under and shall be governed by the laws of the state in which the Hotel is located, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and all actions (to the extent permitted by whether at law) Federal courts of such state, and any appellate court from any thereof, in any action contract, in tort or proceeding otherwise) arising out of or relating to this Agreement, the negotiation, validity or for recognition performance of this Agreement or enforcement of any judgmentthe Mergers shall be governed by, and each construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. All actions and proceedings (whether at law, in contract, in tort or otherwise) arising out of or relating to this Agreement, the negotiation, validity or performance of this Agreement or the Mergers shall be heard and determined in the Court of Chancery of the State of Delaware, and the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under the applicable Laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL Table of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waivesContents RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER AT LAW, to the fullest extent it may legally and effectively do soIN CONTRACT, 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 court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtIN TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE DEBT FINANCING.

Applicable Law; Jurisdiction. This Agreement shall be governed ---------------------------- by and construed under and shall be governed by enforced in accordance with the laws of the state in which the Hotel is located, State of Delaware without regard giving effect to that state’s conflict laws and principles relating to conflicts of laws provisionslaw. Each of Owner and Manager hereby party to this Agreement irrevocably and unconditionally submits, for itself and its property, consent to submit to the nonexclusive exclusive jurisdiction of the state Chancery Court in and (to for New Castle County, Delaware and of the extent permitted by law) Federal courts of such statethe United States of America located in the State of Delaware for any actions, and any appellate court from any thereof, in any action suits or proceeding proceedings arising out of or relating to this Agreementagreement and the transactions contemplated hereby (and agree not to commence any action, suit or for recognition or enforcement proceeding relating thereto except in such courts), and further agree that service of any judgmentprocess, and each summons, notice or document by U.S. registered mail at the address set forth in Section 10.2 of the parties hereto this Agreement shall be effective service of process for any action, suit or proceeding brought against you in any such court. You hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waive any objection which it may now or hereafter have to the laying of venue of any suitaction, action suit or proceeding arising out of this agreement or relating to this Agreement the transac- tions contemplated hereby, in any court referred to above. Each the Chancery Court in and for New Castle County, Delaware and of the parties hereto courts of the United States of America located in the State of Delaware, and hereby further irrevocably waives, and unconditionally waive and agree not to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action plead or proceeding claim in any such courtcourt that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by the laws of the state in which the Hotel is locatedCommonwealth of Virginia, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such statethe Commonwealth of Virginia and of the United States District Court of the Eastern District of Virginia, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Virginia state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party Manager in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction regardless of the state laws that might otherwise govern under applicable principles of conflicts of laws. All actions and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding proceedings arising out of or relating to this AgreementAgreement or the negotiation, validity or for recognition or enforcement performance of any judgmentthis Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware, and each of the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom) in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware, 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 parties hereto. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under Section 15(d) or otherwise under the applicable laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed under and shall be governed by in accordance with, the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction regardless of the state and (to the extent permitted by law) Federal courts laws that might otherwise govern under applicable principles of such state, and any appellate court from any thereof, in conflicts of laws. In any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of suit between any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding Parties arising out of or relating to this Agreement in or any court referred to above. Each of the parties hereto hereby Contemplated Transactions: (a) each of the Parties irrevocably waives, and unconditionally consents and submits to the fullest extent permitted by lawexclusive jurisdiction and venue of the state and federal courts located in the State of Delaware; (b) if any such action or suit is commenced in a state court, the defense of an inconvenient forum then, subject to applicable Legal Requirements, no Party shall object to the maintenance removal of such action or proceeding suit to any federal court located in the District of Delaware; and (c) each of the Parties irrevocably waives the right to trial by jury. Attorneys’ Fees. In any action at law or suit in equity to enforce this Agreement or the rights of any of the parties under this Agreement, the prevailing Party in such courtaction or suit shall be entitled to receive a reasonable sum for its attorneys’ fees and all other reasonable costs and expenses incurred in such action or suit. Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of each other Party, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such Party without each other Party’s prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than (a) the parties hereto and (b) the D&O Indemnified Parties to the extent of their respective rights pursuant to Section 5.7) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by the laws of the state in which the Hotel is located, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and all actions (to the extent permitted by whether at law) Federal courts of such state, and any appellate court from any thereof, in any action contract, in tort or proceeding otherwise) arising out of or relating to this Agreement, the negotiation, validity or for recognition performance of this Agreement, the Offer or enforcement of any judgmentthe Merger shall be governed by, and each construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. All actions and proceedings (whether at law, in contract, in tort or otherwise) arising out of or relating to this Agreement, the negotiation, validity or performance of this Agreement, the Offer or the Merger shall be heard and determined in the Court of Chancery of the State of Delaware, and the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of 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 parties hereto. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under the applicable Laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waivesEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER AT LAW, to the fullest extent it may legally and effectively do soIN CONTRACT, 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 court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtIN TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by the laws of the state in which the Hotel is locatedCommonwealth of Virginia , without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such statethe Commonwealth of Virginia and of the United States District Court for the Eastern District of Virginia, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Virginia state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party Manager in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by enforced in accordance with the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s the conflict of laws provisionsprovisions thereof. Each of Owner and Manager hereby the Parties (i) irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such state, and agrees that any appellate court from any thereof, in any legal action or proceeding arising out of or relating to this Agreement, Agreement brought by any Party or for recognition its successors or enforcement of assigns against any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may other Party shall be heard brought and determined in such state court orthe Delaware Chancery Court, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such court in any suit, action or proceeding, and (ii) expressly accepts the non-exclusive jurisdiction of such court in respect of any such suit, action or proceeding. 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 in or the transactions contemplated hereby, (a) any court referred claim that it is not personally subject to above. Each the jurisdiction of the parties hereto hereby irrevocably waivesDelaware Chancery Court for any reason, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance (b) that it or its property is exempt or immune from jurisdiction of such court or from any legal process commenced in such court (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, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such court.

Applicable Law; Jurisdiction. (a) This Agreement shall be construed under and shall be governed by the laws of the state in which the Hotel is located, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and all actions (to the extent permitted by whether at law) Federal courts of such state, and any appellate court from any thereof, in any action contract, in tort or proceeding otherwise) arising out of or relating to this Agreement, the negotiation, validity or for recognition performance of this Agreement or enforcement of any judgmentthe Mergers shall be governed by, and each construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. All actions and proceedings (whether at law, in contract, in tort or otherwise) arising out of or relating to this Agreement, the negotiation, validity or performance of this Agreement or the Mergers shall be heard and determined in the Court of Chancery of the State of Delaware, and the parties hereto hereby irrevocably submit to the jurisdiction of such court (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under the applicable Laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal court. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waivesEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER AT LAW, to the fullest extent it may legally and effectively do soIN CONTRACT, 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 court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtIN TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE DEBT FINANCING.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by and construed in accordance with the laws of the state in which the Hotel is locatedState of Delaware, without regard to that state’s principles of conflict of laws. The parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the laws provisionsof the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of Owner the parties hereto agrees (a) that this Agreement involves at least $100,000.00, and Manager hereby irrevocably and unconditionally submits, for itself and its property, to (b) that this Agreement has been entered into by the nonexclusive jurisdiction parties hereto in express reliance upon 6 Del. C. § 2708. Each of the state and (to the extent permitted by law) Federal courts of such stateparties hereto agrees that any action, and any appellate court from any thereof, in any action suit or proceeding arising out of the transactions contemplated by this Agreement (a “Proceeding”) shall be commenced and conducted exclusively in the federal or relating to this Agreement, or for recognition or enforcement state courts of any judgmentthe State of Delaware, and each of the parties hereby irrevocably and unconditionally: (i) consents to submit to the exclusive jurisdiction of the federal and state courts in the State of Delaware for any Proceeding (and each party agrees not to commence any Proceeding, except in such courts); (ii) waives any objection to the laying of venue of any Proceeding in the federal or state courts of the State of Delaware; (iii) waives, and agrees not to plead or to make, any claim that any Proceeding brought in any federal or state court of the State of Delaware has been brought in an improper or otherwise inconvenient forum; and (iv) waives, and agrees not to plead or to make, any claim that any Proceeding shall be transferred or removed to any other forum. Each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, agrees: (1) to the extent permitted by law, in such Federal court. Each party is not otherwise subject to service of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party process in the courts State of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waivesDelaware, to appoint and maintain an agent in the fullest extent it State of Delaware as such party’s agent for acceptance of legal process, and (2) that service of process may legally 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 effectively do so, any objection which it may now that service made pursuant to clause (1) or hereafter (2) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the laying State of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawDelaware, the defense of an inconvenient forum to the maintenance of Company does hereby appoint as such action or proceeding in any such courtagent The Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxx xx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by the laws of the state in which the Hotel is located, without regard to that state’s conflict of laws provisions. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and all actions (to the extent permitted by whether at law) Federal courts of such state, and any appellate court from any thereof, in any action contract, in tort or proceeding otherwise) arising out of or relating to this Agreement, the negotiation, validity or for recognition or enforcement performance of any judgmentthis Agreement and the Transactions shall be governed by, and each construed in accordance with, the internal Laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. All actions and proceedings (whether at law, in contract, in tort or otherwise) arising out of or relating to this Agreement, the Transaction Documents, or the negotiation, validity or performance of this Agreement, the Transaction Documents and the Transactions shall be heard and determined in any state or Federal court of competent subject matter jurisdiction sitting in New Castle County, Delaware, and the parties hereto hereby irrevocably submit to the jurisdiction of such courts (and, in the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding and unconditionally agrees that all claims in respect irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding proceeding. The parties agree that service of any court paper may be heard and determined made in any manner as may be provided under the applicable Laws or court rules governing service of process in such state court or, to the extent permitted by law, in such Federal courtcourts. Each of the The parties hereto agrees agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtapplicable Law.

Applicable Law; Jurisdiction. This Offtake Supply Agreement is governed by the Laws of the State of New York without regard to principles of conflicts of laws. Any dispute between the Parties arising out of, or in connection with, this Offtake Supply Agreement shall be construed under and first submitted to the respective senior executive(s) of each Party for attempted amicable resolution. In the absence of an amicable resolution within thirty (30) days following submission to the Parties’ senior executives for amicable resolution in accordance with the immediately above paragraph, any dispute between the Parties arising out of, or in connection with, this Offtake Supply Agreement shall be governed by subject to litigation to be brought exclusively in the laws courts located in the State of the state in which the Hotel is located, without regard to that state’s conflict of laws provisionsNew York. Each of Owner Party shall and Manager hereby irrevocably and unconditionally submits, for itself and its property, does submit to the nonexclusive non-exclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such state, the State of New York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each the Federal Courts of the parties hereto United States of America located in New York. The Supplier hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding and any right of jurisdiction in such action or proceeding on account of its domicile. The Supplier hereby irrevocably waives any such courtrights it may have to a trial by jury in respect of any litigation based upon, or arising out of, this Offtake Supply Agreement, or any course of conduct, course of dealing, statement or actions of any Party hereto. The Supplier hereby irrevocably waives any rights it may have to immunity from service of process or jurisdiction to any court hereunder, including without limitation any immunity, sovereign immunity or other similar defense.

Applicable Law; Jurisdiction. This Agreement shall be construed under and shall be governed by the laws of the state in which the Hotel is located(a) THIS AGREEMENT SHALL BE INTERPRETED, without regard to that state’s conflict of laws provisionsCONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE CONFLICTS OF LAW PRINCIPLES. Each of Owner and Manager hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the state and (to the extent permitted by law) Federal courts of such state, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the The parties hereto hereby irrevocably submit to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such Court of Chancery shall lack subject matter jurisdiction, the federal courts of the United States of America located in the County of New Castle, Delaware, solely in respect of the interpretation and unconditionally agrees enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims in respect of any relating to such action action, suit or proceeding may proceedings shall be heard and determined in such state courts. The parties hereto hereby consent to and grant any such court orjurisdiction over the person of such parties and, to the extent permitted by lawLaw, over the subject matter of such dispute and agree that mailing of process or other papers in such Federal court. Each of the parties hereto agrees that a final judgment in connection with any such action or proceeding in the manner provided in Section 8.8 or in such other manner as may be permitted by Law shall be conclusive valid and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Owner or Manager may otherwise have to bring any action or proceeding relating to this Agreement against the other party in the courts of any other jurisdiction. Each of Owner and Manager hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtsufficient service thereof.