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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER OPERATIVE AGREEMENT OR ANY LOAN OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, SUCH OTHER OPERATIVE AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND AGREES THAT ANY OR SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSELOAN OBLIGATION. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 9.1. Such The Company hereby agrees that service of process shall have sufficient for personal jurisdiction in any action against the same effect as if the party being served were a resident Company in the State of Maryland California may be made by registered or certified mail, return receipt requested, to the Company at its address provided in Section 8.01, and had been lawfully served with the Company hereby acknowledges that such process service shall be effective and binding in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of the Bank to commence legal bring proceedings or otherwise proceed against the other Company in the courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

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

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

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

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

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

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

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

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Company hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Company at its address provided in subsection 10.8, 91 such service being hereby acknowledged by Company to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Company in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender to commence legal bring proceedings or otherwise proceed against Company in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

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

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

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

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

Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE EXCLUSIVE STATE OF MICHIGAN AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY-77- 84 AGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT OTHER LOAN DOCUMENT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSEOBLIGATION. Any and Company hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to Company at its address provided on the signature page hereof, such service being hereby acknowledged by Company to be sufficient for personal jurisdiction in any action, suit or proceeding arising action against Company in connection with this Agreement by complying with the provisions of Section 9.1. Such any such court and to be otherwise effective and binding service of process shall have the same effect as if the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceevery respect. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of Lenders to commence legal bring proceedings or otherwise proceed against Company in the other in courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH SUCH PARTY HEREBY IRREVOCABLY SUBMITS TO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT AFORESAID COURTS AND WAIVES ANY DEFENSE OF MARYLAND OR FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY COURT OF THE STATE OF MARYLAND LOCATED IN BALTIMORE, MARYLAND IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND THE OFFER DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBYAGREEMENT, AND AGREES THAT SUCH OTHER LOAN DOCUMENT OR SUCH OBLIGATION (SUBJECT TO ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREINRIGHT OF APPEAL BY A HIGHER COURT); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 9.7 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF MARYLAND OTHER THAN FOR SUCH PURPOSE. Any and The Company hereby agrees that service of all process in any such proceeding in any such court may be served made by registered or certified mail, return receipt requested, to the Company at its address provided in subsection 9.8, such service being hereby acknowledged by the Company to be sufficient for personal jurisdiction in any actionaction against the Company in any such court and to be otherwise effective and binding service in every respect. The Company hereby appoints CT Corporation System, suit or proceeding arising in connection with this Agreement by complying with the provisions 1633 Broadway, New York, New York 10019, as its agent for service of Section 9.1. Such ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇cess upon such agent shall be deemed to be service of process shall have upon the same effect as if Company with respect to any proceeding related to the party being served were a resident in the State of Maryland and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such serviceLoan Documents. Nothing herein shall affect the right of any party to service serve process in any other manner permitted by law or shall limit the right of any Lender or the Agent to commence legal bring proceedings or otherwise proceed against the other Company in the courts of any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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