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

Governing Law; Consent to Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of New York, applicable to agreements negotiated, made and to be performed entirely in said state. To the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each hereby irrevocably (i) submits to the jurisdiction of any New York State and federal courts sitting in New York City, to the exclusion of all other courts, with respect to matters arising out of or relating to this Agreement, other than matters to be settled by mediation or arbitration in accordance with Section 2.03(i); (ii) agrees that all claims with respect to such action or proceeding shall be heard and determined in such New York State or federal courts, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may".

Governing Law; Consent to Jurisdiction. This Agreement will and the rights and obligations of the parties hereunder shall be governed by by, and construed and interpreted in accordance with with, the internal laws of the State of New York, applicable without giving effect to agreements negotiated, made and to be performed entirely in said statethe conflict of laws principles thereof. To Each of the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each parties hereto hereby irrevocably (i) submits to the exclusive jurisdiction of any Federal or state court sitting in the City of New York State and federal courts sitting in New York Cityover any suit, to the exclusion of all other courts, with respect to matters action or proceeding arising out of or relating to this Agreement. Each of the parties hereto hereby irrevocably waives, other than matters to be settled the fullest extent permitted or not prohibited by mediation law, any objection which it may now or arbitration in accordance with Section 2.03(i); (ii) agrees that all claims with respect hereafter have to the laying of the venue of any such suit, action or proceeding shall be heard and determined brought in such New York State a court and any claim that any such suit, action or federal courtsproceeding brought in such a court has been brought in an inconvenient forum. Each of the parties hereto hereby irrevocably consents to the service of process in any suit, action or proceeding by sending the same by certified mail, return receipt requested or by overnight courier service, to the exclusion address of all other courts; (iii) waives the defense of an inconvenient forum such party set forth in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"7. EACH PARTY HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION BROUGHT HEREUNDER OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed in all respects, including as to interpretation, substantive effect and enforceability, by and construed in accordance with the internal laws of the State of New York, applicable without regard to agreements negotiated, made and conflicts of laws provisions thereof that would require application to be performed entirely in said statethe laws of another jurisdiction other than those that mandatorily apply. To the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each Each party hereby irrevocably (i) submits to the jurisdiction of any the courts of the State of New York State and the federal courts sitting of the United States of America located in New York CityYork, NY, solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby. Each party hereby waives and agrees not to the exclusion of all other courtsassert, with respect to matters arising out of or relating to this Agreementas a defense in any action, other than matters to be settled by mediation or arbitration in accordance with Section 2.03(i); (ii) agrees that all claims with respect to such action suit or proceeding shall for the interpretation and enforcement hereof, or in respect of any such transaction, that such action, suit or proceeding may not be heard and determined brought or is not maintainable in such New York State courts or federal that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts, . Each party hereby consents to and grants any such court jurisdiction over the exclusion person of all such parties and over the subject matter of any such dispute and agree that the mailing of process or other courts; (iii) waives the defense of an inconvenient forum papers in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment in any such action or proceeding in the manner provided in Section 12(d) or in such other manner as may be permitted by law, shall be conclusive valid and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, in the case of each such court, 60 days of the commencement or filing sufficient service thereof, then the words "to the exclusion of all other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may".

Governing Law; Consent to Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of New York, applicable to agreements negotiated, made and to be performed entirely in said state. To the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any the Fiscal Agent each hereby irrevocably (i) submits to the jurisdiction of any New York State and federal courts sitting in New York City, to the exclusion of all other courts, with respect to matters arising out of or relating to this Agreement, other than matters to be settled by mediation or arbitration in accordance with Section 2.03(i); (ii) agrees that all claims with respect to such action or proceeding shall be heard and determined in such New York State or federal courts, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if in the event Section 2.03(i) is inapplicable, inapplicable and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may".

Governing Law; Consent to Jurisdiction. (a) This Agreement will shall be governed by and construed in accordance with the laws of the State of New York, applicable Delaware without giving effect to agreements negotiated, made and to be performed entirely in said statethe principles of conflicts of law. To Each of the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each parties hereto hereby irrevocably (i) submits and unconditionally consents to submit to the exclusive jurisdiction in the Court of Chancery of the State of Delaware or any New York court of the United States located in the State and federal courts sitting in New York Cityof Delaware, to the exclusion of all other courtsfor any action, with respect to matters arising out of proceeding or relating to this Agreement, other than matters to be settled by mediation or arbitration in accordance with Section 2.03(i); (ii) agrees that all claims with respect to such action or proceeding shall be heard and determined in such New York State or federal courts, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment investigation in any such action court or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in before any other manner provided by law; provided that, if Section 2.03(igovernmental authority ("Litigation") is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused and the transactions contemplated hereby. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to accept jurisdiction over assert, by way of motion, as a defense, counterclaim or otherwise have not accepted such action or proceeding withinotherwise, in any such Litigation, the case defense of each such courtsovereign immunity, 60 days any claim that it is not personally subject to the jurisdiction of the commencement aforesaid courts for any reason other than the failure to serve process in accordance with this Section 6.12, that it or filing thereofits 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, then the words "attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the exclusion fullest extent permitted by applicable law, that the Litigation in any such court is brought in an inconvenient forum, that the venue of such Litigation is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all other courts" rights to trial by jury in clause (i) and clause (ii) connection with any Litigation arising out of or relating to this sentence shall not apply with regard to such action Agreement or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"transactions contemplated hereby.

Governing Law; Consent to Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of New York, applicable to agreements negotiated, made and to be performed entirely in said state. To the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each hereby irrevocably (i) submits to the jurisdiction of any New York State and federal courts sitting in New York City, to the exclusion of all other courts, with respect to matters arising out of or relating to this Agreement, other than matters to be settled by mediation or arbitration in accordance with Section 2.03(i); (ii) agrees that all claims with respect to such action or proceeding shall be heard and determined in such New York State or federal courts, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may".

Governing Law; Consent to Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of New York, applicable to agreements negotiated, made and to be performed entirely in said state. To the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any the Fiscal Agent each hereby irrevocably (i) submits to the jurisdiction of any New York State and federal courts sitting in New York City, to the exclusion of all other courts, with respect to matters arising out of or relating to this Agreement, other than matters to be settled by mediation or arbitration in accordance with Section 2.03(i); (ii) agrees that all claims with respect to such action or proceeding shall be heard and determined in such New York State or federal courts, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may".

Governing Law; Consent to Jurisdiction. 11.7.1 This Agreement will be governed by by, and construed in accordance with with, the laws Law of the State of New York, applicable Delaware without regard to agreements negotiated, made and to be performed entirely in said state. To any choice or conflict of Laws that would cause the fullest extent permitted under applicable law, application of the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each hereby irrevocably (i) submits to the jurisdiction laws of any New York State other jurisdiction. Each of the Parties hereby (a) irrevocably consents and federal courts sitting in New York Cityagrees, subject to the exclusion of all other courtsSection 3.2, that it shall bring any Action with respect to matters arising out of or relating to this Agreement, other than matters to be settled by mediation or arbitration in accordance with Section 2.03(i); (ii) agrees that all claims with respect to such action or proceeding shall be heard and determined in such New York State or federal courts, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of under or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action any Ancillary Agreement or proceeding within, the subject matter hereof or thereof in the case Court of each Chancery of the State of Delaware (or if jurisdiction is not available in such court, 60 days then in any state or federal court located in the State of Delaware); (b) irrevocably accepts and submits, for itself and in respect of its properties, to the jurisdiction of the commencement Court of Chancery of the State of Delaware (or filing thereofif jurisdiction is not available in such court, then in any state or federal court located in the words "State of Delaware), in personam, generally and unconditionally, with respect to any such Action; (c) irrevocably consents to the exclusion service of all other courts" process in clause any such Action in any such court by the mailing of a copy thereof by registered or certified mail, postage prepaid, to such party at the address specified in Section 11.2 for notices to such Party; and (id) irrevocably and unconditionally waives any objection or defense which it may now or hereafter have to the laying of venue to any such Action in the Court of Chancery of the State of Delaware (or if jurisdiction is not available in such court, then in any federal court located in the State of Delaware) and clause (ii) hereby irrevocably and unconditionally waives and agrees not to plead or claim that any such Action brought in such court has been brought in an inconvenient forum. In addition to or in lieu of this sentence shall not apply with regard to any such action or proceeding and the reference to "shall" service, service of process may also be made in clause (ii) of this paragraph shall be deemed to be "may"any other manner permitted by applicable Law.

Governing Law; Consent to Jurisdiction. This Agreement will be governed by THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND ALL DISPUTES BETWEEN THE PARTIES UNDER OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ITS RULES OF CONFLICT OF LAWS. The parties hereto hereby submit to the exclusive jurisdiction and construed in accordance with the laws venue of the State state or federal courts of New York, applicable to agreements negotiated, made Delaware in respect of the interpretation and to be performed entirely in said state. To enforcement of the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee provisions of this Agreement and any Fiscal Agent each hereby irrevocably (i) submits and unconditionally waive, and agree not to assert, any defense in any action, suit or proceeding for the jurisdiction interpretation or enforcement of this Agreement, that they are not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that this Agreement may not be enforced in or by such courts or that their property is exempt or immune from execution, that the suit, action or proceeding is brought in an inconvenient forum, or that the venue of the suit, action or proceeding is improper. Each party further agrees that service of any New York State and federal courts sitting process, summons, notice or document by Federal Express or other overnight courier of national reputation to such party’s respective address set forth in New York City, to the exclusion Section 12.5 shall be effective service of all other courts, process for any Action with respect to matters arising out of or relating to this Agreement, other than any matters to be settled by mediation or arbitration which it has submitted to jurisdiction in accordance with this Section 2.03(i); (ii) agrees that all claims with respect to such action or proceeding shall be heard and determined in such New York State or federal courts, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"12.10.

Governing Law; Consent to Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of New York, applicable to agreements negotiated, made and to be performed entirely in said state. To the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any the Fiscal Agent each hereby irrevocably (i) submits to the jurisdiction of any New York State and federal courts sitting in New York City, to the exclusion of all other courts, with respect to matters arising out of or relating to this Agreement, other than matters to be settled by mediation or arbitration in accordance with Section 2.03(i); (ii) agrees that all claims with respect to such action or proceeding shall be heard and determined in such New York State or federal courts, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and that if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have has refused to accept jurisdiction over or otherwise have has not accepted such action or proceeding within, in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph reference shall be deemed to be "may".

Governing Law; Consent to Jurisdiction. This Notwithstanding the terms of Section 10.17 of the Severance Plan, this Agreement will shall be governed in all respects, including as to validity, interpretation and effect, by and construed in accordance with the internal laws of the State of New York, applicable Delaware without giving effect to agreements negotiated, made and the conflict of laws rules thereof to the extent that the application of the law of another jurisdiction would be performed entirely in said staterequired thereby. To the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each Each party hereby irrevocably (i) submits to the 7 exclusive jurisdiction of any New York the courts of the State of the city of the Company's headquarters and federal the Federal courts sitting of the United States of America, in New York Cityeach case located in (or located nearest to) the City of the Company's headquarters, solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to the exclusion of all other courts, with respect to matters arising out of or relating to in this Agreement, other than matters and in respect of the transactions contemplated hereby and thereby. Each party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation and enforcement hereof, or any such document or in respect of any such transaction, that such action, suit or proceeding may not be settled brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this agreement or any such document may not be enforced in or by mediation or arbitration in accordance with Section 2.03(i); (ii) such courts. Each party hereby consents to and grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agrees that all claims with respect to such action the mailing of process or proceeding shall be heard and determined in such New York State or federal courts, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum papers in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment in any such action or proceeding in the manner provided in Section 13(g) or in such other manner as may be permitted by law, shall be conclusive valid and may be enforced in other jurisdictions by suit on sufficient service thereof. Notwithstanding the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding withinforegoing, in the case event of each a breach or threatened breach of any provision of this Agreement, including, but not limited to, Sections 7, 8, 11 and 12 of this Agreement, Executive agrees that the Company shall be entitled to seek injunctive or other equitable relief in a court of appropriate jurisdiction to remedy any such courtbreach or threatened breach, 60 days and damages would be inadequate and insufficient. The existence of this right to injunctive and other equitable relief shall not limit any other rights or remedies that the commencement Company may have at law or filing thereofin equity including, then without limitation, the words "right to monetary, compensatory and punitive damages. Notwithstanding any provision of this Agreement to the exclusion contrary, in the event of any dispute between the Company and Executive (including, but not limited to, under or with respect to this Agreement, the Term Sheet, the Severance Plan or Executive's equity award agreements), subject to Executive prevailing on at least one material claim or issue asserted in such dispute, the Company shall reimburse Executive for all attorneys fees and other courts" litigation costs incurred by Executive in clause (i) and clause (ii) of this sentence shall not apply connection with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"dispute.

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New Jersey without giving effect to the conflict of laws rules thereof to the extent that the application of the law of another jurisdiction would be required thereby, except that the validity, interpretation and effect of Section 13 (Indemnification) shall be governed by and construed in accordance with the laws of the State of New York, applicable to agreements negotiated, made and to be performed entirely in said stateDelaware. To the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each Each party hereby irrevocably (i) submits to the exclusive jurisdiction of any New York the courts of the State of the city of the Company’s headquarters and federal the Federal courts sitting of the United States of America, in New York Cityeach case located in (or located nearest to) the City of the Company’s headquarters, solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to the exclusion of all other courts, with respect to matters arising out of or relating to in this Agreement, other than matters and in respect of the transactions contemplated hereby and thereby. Each party hereby waives and agrees not to be settled by mediation or arbitration assert, as a defense in accordance with Section 2.03(i); (ii) agrees that all claims with respect to such action any action, suit or proceeding shall for the interpretation and enforcement hereof, or any such document or in respect of any such transaction, that such action, suit or proceeding may not be heard and determined brought or is not maintainable in such New York State courts or federal that the venue thereof may not be appropriate or that this agreement or any such document may not be enforced in or by such courts, . Each party hereby consents to and grants any such court jurisdiction over the exclusion person of all such parties and over the subject matter of any such dispute and agree that the mailing of process or other courts; (iii) waives the defense of an inconvenient forum papers in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment in any such action or proceeding in the manner provided in Section 16(f) or in such other manner as may be permitted by law, shall be conclusive valid and may be enforced in other jurisdictions by suit on sufficient service thereof. In the judgment event of any dispute between the Company and the Executive (including, but not limited to, under or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party with respect to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding withinthe Management Equity Agreements), in the case of each such court, 60 days of the commencement or filing thereof, then the words "Company will advance to the exclusion of Executive all attorneys fees and other courts" litigation costs incurred by the Executive in clause (i) and clause (ii) of this sentence shall not apply connection with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph dispute; provided, Executive shall be deemed obligated to be "may"refund to the Company all such advances unless he prevails on at least one material claim or issue asserted in such dispute.

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by by, and construed in accordance with with, the laws of the State of New York, Delaware applicable to agreements negotiated, made contracts executed in and to be performed entirely in said statewithin the State of Delaware. To Each of the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each parties hereto hereby irrevocably (i) submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any New York state court or Federal court of the United States of America located in the State of Delaware, and federal courts sitting any appellate court from any thereof, in New York City, to the exclusion of all other courts, with respect to matters any action or proceeding arising out of or relating to this Agreement, other than matters the agreements delivered in connection herewith, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally (i) agrees not to be settled by mediation commence any such action or arbitration proceeding except in accordance with Section 2.03(i); such courts, (ii) agrees that all claims with any claim in respect to of any such action or proceeding shall may be heard and determined in such New York Delaware State or federal courtscourt or, to the exclusion of all other courts; extent permitted by law, in such Federal court, (iii) waives waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware State or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum in connection with to the maintenance of such action or proceeding commenced in any such New York Delaware State or federal courts; and (iv) Federal court. Each of the parties hereto hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; . Each of the parties hereto hereby irrevocably consents to service of process in the manner provided that, if for notices in Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting 10.2. Nothing in New York in which an action or proceeding has been duly and properly commenced by this Agreement will affect the right of any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, serve process in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all any other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"manner permitted by applicable Law.

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by by, and construed in accordance with with, the laws Laws of the State of New York, Delaware applicable to agreements negotiated, made Contracts executed in and to be performed entirely in said statewithin such State. To Each of the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each Parties to this Agreement hereby irrevocably (i) submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any New York Delaware State court, or Federal court of the United States of America, sitting within the State of Delaware, and federal courts sitting any appellate court from any thereof, in New York City, to the exclusion of all other courts, with respect to matters any Action arising out of or relating to this Agreement, other than matters the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the Parties to be settled by mediation or arbitration this Agreement hereby irrevocably and unconditionally (a) agrees not to commence any such Action except in accordance with Section 2.03(i)such courts; (iib) agrees that all claims with any claim in respect to of any such action or proceeding shall Action may be heard and determined in such New York Delaware State or federal courtscourt or, to the exclusion of all other courtsextent permitted by Law, in such Federal court; (iiic) waives waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action in any such Delaware State or Federal court; and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in connection with any such action or proceeding commenced in such New York Delaware State or federal courts; and (iv) Federal court. Each of the Parties to this Agreement hereby agrees that a final judgment in any such action or proceeding Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; Law. Each of the Parties to this Agreement hereby irrevocably consents to service of process in the manner provided that, if for notices in Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting 10.3. Nothing in New York in which an action or proceeding has been duly and properly commenced by this Agreement shall affect the right of any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, serve process in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all any other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"manner permitted by applicable Law.

Governing Law; Consent to Jurisdiction. This Notwithstanding the terms of Section 10.17 of the Severance Plan, this Agreement will shall be governed in all respects, including as to validity, interpretation and effect, by and construed in accordance with the internal laws of the State of New York, applicable Delaware without giving effect to agreements negotiated, made and the conflict of laws rules thereof to the extent that the application of the law of another jurisdiction would be performed entirely in said staterequired thereby. To the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each Each party hereby irrevocably (i) submits to the exclusive jurisdiction of any New York the courts of the State of the city of the Company’s headquarters and federal the Federal courts sitting of the United States of America, in New York Cityeach case located in (or located nearest to) the City of the Company’s headquarters, solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to the exclusion of all other courts, with respect to matters arising out of or relating to in this Agreement, other than matters and in respect of the transactions contemplated hereby and thereby. Each party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation and enforcement hereof, or any such document or in respect of any such transaction, that such action, suit or proceeding may not be settled brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this agreement or any such document may not be enforced in or by mediation or arbitration in accordance with Section 2.03(i); (ii) such courts. Each party hereby consents to and grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agrees that all claims with respect to such action the mailing of process or proceeding shall be heard and determined in such New York State or federal courts, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum papers in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment in any such action or proceeding in the manner provided in Section 16(g) or in such other manner as may be permitted by law, shall be conclusive valid and may be enforced in other jurisdictions by suit on sufficient service thereof. Notwithstanding the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding withinforegoing, in the case event of each such court, 60 days a breach or threatened breach of the commencement or filing thereof, then the words "to the exclusion of all other courts" in clause (i) and clause (ii) any provision of this sentence Agreement, including, but not limited to, Sections 7, 8, 11, 12, 13, 14 and 15 of this Agreement, Executive agrees that the Company shall be entitled to seek injunctive or other equitable relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, and damages would be inadequate and insufficient. The existence of this right to injunctive and other equitable relief shall not apply with regard limit any other rights or remedies that the Company may have at law or in equity including, without limitation, the right to such action or proceeding monetary, compensatory and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"punitive damages.

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by by, and construed in accordance with with, the laws of the State of New York, Delaware applicable to agreements negotiated, made contracts executed in and to be performed entirely in said statewithin such State. To Each of the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each parties to this Agreement hereby irrevocably (i) submits to the jurisdiction of any New York State and federal courts sitting in New York Cityunconditionally submits, for itself and its assets and properties, to the exclusion exclusive jurisdiction of all other courtsthe U.S. District Court for the District of Oregon, with respect to matters in any action or proceeding arising out of or relating to this Agreement, other than matters the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the parties to be settled by mediation or arbitration in accordance with Section 2.03(i); this Agreement hereby irrevocably and unconditionally (iia) agrees that all claims with respect not to commence any such action or proceeding shall except in such courts; (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such New York State or federal courtsFederal court; (c) waives, to the exclusion fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of all other courtsvenue of any such action or proceeding in such Federal court; and (iiid) waives waives, to the fullest extent permitted by Law, the defense of an inconvenient forum in connection with to the maintenance of such action or proceeding commenced in such New York State or federal courts; and (iv) Federal court. Each of the parties to this Agreement hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; Law. Each of the parties to this Agreement hereby irrevocably consents to service of process in the manner provided that, if for notices in Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting 13.4. Nothing in New York in which an action or proceeding has been duly and properly commenced by this Agreement shall affect the right of any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, serve process in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all any other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"manner permitted by applicable Law.

Governing Law; Consent to Jurisdiction. This Agreement will Offer Letter shall be governed by and construed in accordance with the laws of the State England, without regard to conflict of New York, applicable to agreements negotiated, made and to be performed entirely in said statelaw principles. To the fullest extent permitted under applicable by law, you and the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each Company hereby irrevocably submit to the exclusive jurisdiction of the courts of England in respect of the interpretation and enforcement of the provisions of this Offer Letter. You and the Company hereby waive and agree not to assert, as a defense in any action, suit or proceeding for the interpretation and enforcement hereof, that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Offer Letter may not be enforced in or by such courts. You and the Company hereby consent to and grant any such court jurisdiction over your person and over the subject matter of any such action, suit, or proceeding, and agree that the mailing of process or other papers in connection with any such action, suit, or proceeding in any such manner as may be permitted by law shall be valid and sufficient service thereof. You certify and acknowledge that (i) submits no representative, agent or attorney of the Company has represented, expressly or otherwise, that the Company would not, in the event of litigation, seek to enforce the jurisdiction of any New York State and federal courts sitting in New York Cityforegoing waiver, to the exclusion of all other courts, with respect to matters arising out of or relating to this Agreement, other than matters to be settled by mediation or arbitration in accordance with Section 2.03(i); (ii) agrees that all claims with respect to such action or proceeding shall be heard you understand and determined in such New York State or federal courtshave considered the implications of this waiver, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum in connection with such action or proceeding commenced in such New York State or federal courts; you make this waiver voluntarily, and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding Company has been duly induced to enter into this Offer Letter by, among other things, the waiver and properly commenced by any party to certifications in this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"paragraph.

Governing Law; Consent to Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of New York, applicable to agreements negotiated, made and to be performed entirely in said state. To the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each hereby irrevocably (i) submits to the jurisdiction of any New York State and federal courts sitting in New York City, to the exclusion of all other courts, with respect to matters arising out of or relating to this Agreement, other than matters to be settled by mediation or arbitration in accordance with Section 2.03(i); (ii) agrees that all claims with respect to such action or proceeding shall be heard and determined in such New York State or federal courts, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may".

Governing Law; Consent to Jurisdiction. This Agreement will The interpretation and construction of this Agreement, and all matters relating hereto (including the validity or enforcement of this Agreement), shall be governed by and construed in accordance with the laws Laws of the State of New YorkDelaware without regard to any conflicts or choice of laws provisions of the State of Delaware that would result in the application of the Law of any other jurisdiction. Each of the Parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of either (a) the Court of Chancery of the State of Delaware State or (b) any Federal court of the United States of America sitting in the State of Delaware, applicable for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby (and each agrees that no such action, suit or proceeding relating to agreements negotiatedthis Agreement shall be brought by it or any of its Affiliates except in such courts). Each of the Parties further agrees that, made and to be performed entirely in said state. To the fullest extent permitted under by applicable lawLaw, service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 9.4 shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the Depositorimmediately preceding sentence. Each of the Parties irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each transactions contemplated hereby irrevocably in (i) submits to any Court of Chancery of the jurisdiction State of any New York Delaware State and federal courts sitting in New York City, to the exclusion of all other courts, with respect to matters arising out of or relating to this Agreement, other than matters to be settled by mediation or arbitration in accordance with Section 2.03(i); (ii) agrees any Federal court of the United State of America sitting in the State of Delaware, or that all claims with respect to any such action action, suit or proceeding shall be heard and determined in such New York State or federal courts, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment brought in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, brought in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"an inconvenient forum.

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by by, and construed in accordance with with, the laws of the State of New York, Delaware applicable to agreements negotiated, made contracts executed in and to be performed entirely in said statewithin such State. To Each of the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each parties to this Agreement hereby irrevocably (i) submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any New York Delaware State court, or Federal court of the United States of America sitting within the State of Delaware, and federal courts sitting any appellate court from any thereof, in New York City, to the exclusion of all other courts, with respect to matters any action or proceeding arising out of or relating to this Agreement, other than matters the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the parties to be settled by mediation or arbitration in accordance with Section 2.03(i); this Agreement hereby irrevocably and unconditionally (iia) agrees that all claims with respect not to commence any such action or proceeding shall except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such New York Delaware State or federal courtscourt or, to the exclusion extent permitted by Law, in such Federal court, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of all other courts; venue of any such action or proceeding in any such Delaware State or Federal court and (iiid) waives waives, to the fullest extent permitted by Law, the defense of an inconvenient forum in connection with to the maintenance of such action or proceeding commenced in any such New York Delaware State or federal courts; and (iv) Federal court. Each of the parties to this Agreement hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; Law. Each of the parties to this Agreement hereby irrevocably consents to service of process in the manner provided that, if for notices in Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting 10.4. Nothing in New York in which an action or proceeding has been duly and properly commenced by this Agreement shall affect the right of any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, serve process in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all any other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"manner permitted by applicable Law.

Governing Law; Consent to Jurisdiction. This Notwithstanding the terms of Section 10.17 of the Severance Plan, this Agreement will shall be governed in all respects, including as to validity, interpretation and effect, by and construed in accordance with the internal laws of the State of New York, applicable Delaware without giving effect to agreements negotiated, made and the conflict of laws rules thereof to the extent that the application of the law of another jurisdiction would be performed entirely in said staterequired thereby. To the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each Each party hereby irrevocably (i) submits to the exclusive jurisdiction of any New York the courts of the State of the City of the Company’s headquarters and federal the Federal courts sitting of the United States of America, in New York Cityeach case located in (or located nearest to) the City of the Company’s headquarters, solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to the exclusion of all other courts, with respect to matters arising out of or relating to in this Agreement, other than matters and in respect of the transactions contemplated hereby and thereby. Each party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation and enforcement hereof, or any such document or in respect of any such transaction, that such action, suit or proceeding may not be settled brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this agreement or any such document may not be enforced in or by mediation or arbitration in accordance with Section 2.03(i); (ii) such courts. Each party hereby consents to and grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agrees that all claims with respect to such action the mailing of process or proceeding shall be heard and determined in such New York State or federal courts, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum papers in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment in any such action or proceeding in the manner provided in Section 16(g) or in such other manner as may be permitted by law, shall be conclusive valid and may be enforced in other jurisdictions by suit on sufficient service thereof. Notwithstanding the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding withinforegoing, in the case event of each such court, 60 days a breach or threatened breach of the commencement or filing thereof, then the words "to the exclusion of all other courts" in clause (i) and clause (ii) any provision of this sentence Agreement, including, but not limited to, Sections 7, 8, 11, 12, 13, 14 and 15 of this Agreement, Executive agrees that the Company shall be entitled to seek injunctive or other equitable relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, and damages would be inadequate and insufficient. The existence of this right to injunctive and other equitable relief shall not apply with regard limit any other rights or remedies that the Company may have at law or in equity including, without limitation, the right to such action or proceeding monetary, compensatory and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"punitive damages.

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by by, and construed in accordance with with, the laws of the State of New York, Delaware applicable to agreements negotiated, made contracts executed in and to be performed entirely in said statewithin such State. To Each of the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each parties to this Agreement hereby irrevocably (i) submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any New York Delaware State court, or Federal court of the United States of America, sitting within the State of Delaware, and federal courts sitting any appellate court from any thereof, in New York City, to the exclusion of all other courts, with respect to matters any action or proceeding arising out of or relating to this Agreement, other than matters the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the parties to be settled by mediation this Agreement hereby irrevocably and unconditionally (i) agrees not to commence any such action or arbitration proceeding except in accordance with Section 2.03(i)such courts; (ii) agrees that all claims with any claim in respect to of any such action or proceeding shall may be heard and determined in such New York Delaware State or federal courtscourt or, to the exclusion of all other courtsextent permitted by Law, in such Federal court; (iii) waives waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware State or Federal court; and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum in connection with to the maintenance of such action or proceeding commenced in any such New York Delaware State or federal courts; and (iv) Federal court. Each of the parties to this Agreement hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; Law. Each of the parties to this Agreement hereby irrevocably consents to service of process in the manner provided that, if for notices in Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting 11.4. Nothing in New York in which an action or proceeding has been duly and properly commenced by this Agreement shall affect the right of any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, serve process in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all any other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"manner permitted by applicable Law.

Governing Law; Consent to Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of New York, applicable to agreements negotiated, made and to be performed entirely in said state. To the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any the Fiscal Agent each hereby irrevocably (i) submits to the jurisdiction of any New York State and federal courts sitting in New York City, to the exclusion of all other courts, with respect to matters arising out of or relating to this Agreement, other than matters to be settled by mediation or arbitration in accordance with Section 2.03(i); (ii) agrees that all claims with respect to such action or proceeding shall be heard and determined in such New York State or federal courts, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided thatprovided, if Section 2.03(i) is inapplicable, and if both that in the event neither a New York State and a nor federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept has accepted jurisdiction over or otherwise have not accepted such action or proceeding within, in the case of each such court, within 60 days of the commencement or filing thereof, then the words "to the exclusion of all other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph section shall be deemed to be "may".

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by by, and construed in accordance with with, the laws of the State of New York, Delaware applicable to agreements negotiated, made contracts executed in and to be performed entirely in said statewithin such State. To Each of the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each parties to this Agreement hereby irrevocably (i) submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any New York Delaware State court, or Federal court of the United States of America, sitting within the State of Delaware, and federal courts sitting any appellate court from any thereof, in New York City, to the exclusion of all other courts, with respect to matters any action or proceeding arising out of or relating to this Agreement, other than matters the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the parties to be settled by mediation this Agreement hereby irrevocably and unconditionally (i) agrees not to commence any such action or arbitration proceeding except in accordance with Section 2.03(i)such courts; (ii) agrees that all claims with any claim in respect to of any such action or proceeding shall may be heard and determined in such New York Delaware State or federal courtscourt or, to the exclusion of all other courtsextent permitted by Law, in such Federal court; (iii) waives waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware State or Federal court and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum in connection with to the maintenance of such action or proceeding commenced in any such New York Delaware State or federal courts; and (iv) Federal court. Each of the parties to this Agreement hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; Law. Each of the parties to this Agreement hereby irrevocably consents to service of process in the manner provided that, if for notices in Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting 8.4. Nothing in New York in which an action or proceeding has been duly and properly commenced by this Agreement shall affect the right of any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, serve process in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all any other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"manner permitted by applicable Law.

Governing Law; Consent to Jurisdiction. This Notwithstanding the terms of Section 10.17 of the Severance Plan, this Agreement will shall be governed in all respects, including as to validity, interpretation and effect, by and construed in accordance with the internal laws of the State of New York, applicable Delaware without giving effect to agreements negotiated, made and the conflict of laws rules thereof to the extent that the application of the law of another jurisdiction would be performed entirely in said staterequired thereby. To the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each Each party hereby irrevocably (i) submits to the exclusive jurisdiction of any New York the courts of the State of the city of the Company's headquarters and federal the Federal courts sitting of the United States of America, in New York Cityeach case located in (or located nearest to) the City of the Company's headquarters, solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to the exclusion of all other courts, with respect to matters arising out of or relating to in this Agreement, other than matters and in respect of the transactions contemplated hereby and thereby. Each party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation and enforcement hereof, or any such document or in respect of any such transaction, that such action, suit or proceeding may not be settled brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this agreement or any such document may not be enforced in or by mediation or arbitration in accordance with Section 2.03(i); (ii) such courts. Each party hereby consents to and grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agrees that all claims with respect to such action the mailing of process or proceeding shall be heard and determined in such New York State or federal courts, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum papers in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment in any such action or proceeding in the manner provided in Section 16(g) or in such other manner as may be permitted by law, shall be conclusive valid and may be enforced in other jurisdictions by suit on sufficient service thereof. Notwithstanding the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding withinforegoing, in the case event of each such court, 60 days a breach or threatened breach of the commencement or filing thereof, then the words "to the exclusion of all other courts" in clause (i) and clause (ii) any provision of this sentence Agreement, including, but not limited to, Sections 7, 8, 11, 12, 13, 14 and 15 of this Agreement, Executive agrees that the Company shall be entitled to seek injunctive or other equitable relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, and damages would be inadequate and insufficient. The existence of this right to injunctive and other equitable relief shall not apply with regard limit any other rights or remedies that the Company may have at law or in equity including, without limitation, the right to such action or proceeding monetary, compensatory and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"punitive damages.

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the non-exclusive jurisdiction of the courts of the State of New York and of the United States of America, in each case located in the County of New York, applicable to agreements negotiated, made and to be performed entirely in said state. To the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and for any Fiscal Agent each hereby irrevocably (i) submits to the jurisdiction of any New York State and federal courts sitting in New York City, to the exclusion of all other courts, with respect to matters arising out of or relating to this Agreement, other than matters to be settled by mediation or arbitration in accordance with Section 2.03(i); (ii) agrees that all claims with respect to such action or proceeding shall be heard and determined in such New York State or federal courts, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment Litigation in any such action court or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in before any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter governmental authority arising out of or relating to this Agreement have refused and the transactions contemplated hereby. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to accept jurisdiction over assert, by way of motion, as a defense, counterclaim or otherwise have not accepted such action or proceeding withinotherwise, in any such Litigation, the case defense of each such courtsovereign immunity, 60 days any claim that it is not personally subject to the jurisdiction of the commencement aforesaid courts for any reason other than the failure to serve process in accordance with this Section 8.6, that it or filing thereofits 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, then the words "attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the exclusion fullest extent permitted by applicable law, that the Litigation in any such court is brought in an inconvenient forum, that the venue of such Litigation is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, fettxx xx delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all other courts" rights to trial by jury in clause (i) and clause (ii) connection with any Litigation arising out of or relating to this sentence shall not apply with regard to such action Agreement or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"transactions contemplated hereby.

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by by, and construed in accordance with with, the laws of the State of New York, Delaware applicable to agreements negotiated, made contracts executed in and to be performed entirely in said statewithin such State. To Each of the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each parties to this Agreement hereby irrevocably (i) submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any New York Delaware State court, or Federal court of the United States of America, sitting within the State of Delaware, and federal courts sitting any appellate court from any thereof, in New York City, to the exclusion of all other courts, with respect to matters any Action arising out of or relating to this Agreement, other than matters the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the parties to be settled by mediation or arbitration this Agreement hereby irrevocably and unconditionally (i) agrees not to commence any such Action except in accordance with Section 2.03(i)such courts; (ii) agrees that all claims with any claim in respect to of any such action or proceeding shall Action may be heard and determined in such New York Delaware State or federal courtscourt or, to the exclusion of all other courtsextent permitted by Law, in such Federal court; (iii) waives waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action in any such Delaware State or Federal court; and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in connection with any such action or proceeding commenced in such New York Delaware State or federal courts; and (iv) Federal court. Each of the parties to this Agreement hereby agrees that a final judgment in any such action or proceeding Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; Law. Each of the parties to this Agreement hereby irrevocably consents to service of process in the manner provided that, if for notices in Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting 10.4. Nothing in New York in which an action or proceeding has been duly and properly commenced by this Agreement shall affect the right of any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, serve process in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all any other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"manner permitted by applicable Law.

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by and construed in accordance with and governed by the laws of the State of New York, Delaware applicable to agreements negotiated, made and to be performed entirely wholly within such jurisdiction. All disputes, litigation, proceedings or other legal actions by any party to this Agreement in said stateconnection with or relating to this Agreement or any matters described or contemplated in this Agreement shall be instituted in the courts of the State of Delaware or of the United States sitting in the State of Delaware. To the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each hereby Each party to this Agreement irrevocably (i) submits to the exclusive jurisdiction of any New York the courts of the State of Delaware and federal courts of the United States sitting in New York Citythe State of Delaware in connection with any such dispute, to the exclusion of all other courtslitigation, with respect to matters action or proceeding arising out of or relating to this Agreement, other than matters to be settled by mediation or arbitration in accordance with Section 2.03(i); (ii) agrees that all claims with respect to such action or proceeding shall be heard and determined in such New York State or federal courts, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any . Each party to this Agreement regarding will maintain at all times a duly appointed agent in the State of Delaware for the service of any process or summons in connection with any such dispute, litigation, action or proceeding brought in any such court and, if it fails to maintain such an agent during any period, any such process or summons may be served on it by mailing a copy of such process or summons to it at its address set forth, and in the manner provided, in Section 18, with such service deemed effective on the fifteenth day after the date of such mailing. Each party to this Agreement irrevocably waives the right to a trial by jury in connection with any matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding withinand, in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion fullest extent permitted by applicable law, any defense or objection it may now or hereafter to have the laying of all other courts" in clause (i) and clause (ii) venue of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may".any

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by by, and construed in accordance with with, the laws Laws of the State of New York, Delaware applicable to agreements negotiated, made contracts executed in and to be performed entirely in said statewithin such State. To Each of the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each parties to this Agreement hereby irrevocably (i) submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any New York Delaware State court, or Federal court of the United States of America, sitting within the State of Delaware, and federal courts sitting any appellate court from any thereof, in New York City, to the exclusion of all other courts, with respect to matters any action or proceeding arising out of or relating to this Agreement, other than matters the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the parties to be settled by mediation this Agreement hereby irrevocably and unconditionally (i) agrees not to commence any such action or arbitration proceeding except in accordance with Section 2.03(i); such courts, (ii) agrees that all claims with any claim in respect to of any such action or proceeding shall may be heard and determined in such New York Delaware State or federal courtscourt or, to the exclusion of all other courts; extent permitted by Law, in such Federal court, (iii) waives waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware State or Federal court and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum in connection with to the maintenance of such action or proceeding commenced in any such New York Delaware State or federal courts; and (iv) Federal court. Each of the parties to this Agreement hereby agrees that a final nonappealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; Law. Each of the parties to this Agreement hereby irrevocably consents to service of process in the manner provided that, if for in the notices in Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting 17(b). Nothing in New York in which an action or proceeding has been duly and properly commenced by this Agreement shall affect the right of any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, serve process in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all any other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"manner permitted by applicable Law.

Governing Law; Consent to Jurisdiction. This Agreement will Agreement, and any disputes, claims or causes of action hereunder (including with respect to the interpretation, negotiation or enforcement of the provisions of this Agreement), shall be governed by and construed in accordance with the internal laws of the State of New York, applicable Delaware without regard to agreements negotiated, made and the conflicts of law principles thereof to the extent that such principles would direct or cause a matter to be performed entirely in said statesubject to the laws of another jurisdiction. To the fullest extent permitted under applicable lawIn addition, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each hereby irrevocably party (i) irrevocably and unconditionally consents and submits to the personal jurisdiction of any New York the Court of Chancery of the State and of Delaware or, if such Court of Chancery shall lack subject matter jurisdiction, the federal courts sitting of the United States of America located in the County of New York CityCastle, to Delaware, solely for the exclusion purposes of all any suit, action or other courts, with respect to matters proceeding between any of the parties hereto arising out of or relating to this Agreement, other than matters to be settled by mediation or arbitration in accordance with Section 2.03(i); (ii) agrees that all claims with respect it will not attempt to deny or defeat such action personal jurisdiction by motion or proceeding shall be heard and determined in other request for leave from such New York State or federal courtscourt, to the exclusion of all other courts; (iii) waives any claim of improper venue or any claim that the defense courts of the State of Delaware are an inconvenient forum in connection with such action for any action, suit or proceeding commenced in such New York State between any of the parties hereto arising out of this Agreement or federal courts; and any transaction contemplated hereby, (iv) agrees that a final judgment in it will not bring any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, in any court other than the case of each such court, 60 days courts of the commencement or filing thereof, then the words "State of Delaware and (v) to the exclusion fullest extent permitted by Law, consents to service being made through the notice procedures set forth in Section 9.6 of all other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"Merger Agreement.

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by and construed in accordance with and governed by the laws of the State of New York, York applicable to agreements negotiated, made and to be performed entirely in said statewholly within that jurisdiction. To the fullest extent permitted under applicable lawEach party hereto, the Depositorfor itself and its successors and assigns, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each hereby irrevocably (i) submits to the jurisdiction of any New York State and federal courts sitting in New York City, to the exclusion of all other courts, with respect to matters arising out of or relating to this Agreement, other than matters to be settled by mediation or arbitration in accordance with Section 2.03(i); (ii) agrees that all claims with respect to such any suit, action or proceeding shall be heard and determined in such New York State or federal courts, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement may be instituted only in the United States District Court for the Southern District of New York, United States of America or in the absence of jurisdiction, the state courts located in New York County, New York, and generally and unconditionally accepts and irrevocably submits to the exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby from which no appeal has been taken or is available in connection with this Agreement. Each party, for itself and its successors and assigns, irrevocably waives any objection it may have refused now or hereafter to accept jurisdiction over or otherwise have not accepted the laying of the venue of any such suit, action or proceeding withinproceeding, including any objection based on the grounds of forum non conveniens, in the case of each such court, 60 days aforesaid courts. Each of the commencement parties, for itself and its successors and assigns, irrevocably agrees that all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or filing thereofcertified mail (or any substantially similar form of mail), then postage prepaid, to it at its address set forth in SECTION 12.6 hereof or at such other address of which the words "to other parties shall have been notified in accordance with the exclusion provisions of all other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to SECTION 12.6 hereof, such action or proceeding and service being hereby acknowledged by the reference to "shall" in clause (ii) of this paragraph shall be deemed parties to be "may"effective and binding service in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law.

Governing Law; Consent to Jurisdiction. This Agreement will -------------------------------------- shall be governed by by, and construed in accordance with with, the laws of the State of New York, York applicable to agreements negotiated, made contracts executed in and to be performed entirely within the Borough of Manhattan in said statethe City of New York. To Each of the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each parties hereto hereby irrevocably (i) submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any New York State court, or Federal court of the United States of America, sitting within the Borough of Manhattan in the City of New York, and federal courts sitting any appellate court from any thereof, in New York City, to the exclusion of all other courts, with respect to matters any action or proceeding arising out of or relating to this Agreement, other than matters the agreements delivered in connection herewith, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally (i) agrees not to be settled by mediation commence any such action or arbitration proceeding except in accordance with Section 2.03(i); such courts, (ii) agrees that all claims with any claim in respect to of any such action or proceeding shall may be heard and determined in such New York State or federal courtscourt or, to the exclusion of all other courts; extent permitted by law, in such Federal court, (iii) waives waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such New York State or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum in connection with to the maintenance of such action or proceeding commenced in any such New York State or federal courts; and (iv) Federal court. Each of the parties hereto hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; . Each of the parties hereto hereby irrevocably consents to service of process in the manner provided that, if for notices in Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting 10.3 hereof. Nothing in New York in which an action or proceeding has been duly and properly commenced by this Agreement will affect the right of any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, serve process in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all any other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"manner permitted by applicable Law.

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by by, and construed in accordance with with, the laws of the State of New York, Delaware applicable to agreements negotiated, made contracts executed in and to be performed entirely in said statewithin such State. To Each of the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each parties to this Agreement hereby irrevocably (i) submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any New York Delaware State court, or Federal court of the United States of America, sitting within the State of Delaware, and federal courts sitting any appellate court from any thereof, in New York City, to the exclusion of all other courts, with respect to matters any action or proceeding arising out of or relating to this Agreement, other than matters the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the parties to be settled by mediation this Agreement hereby irrevocably and unconditionally (i) agrees not to commence any such action or arbitration proceeding except in accordance with Section 2.03(i)such courts; (ii) agrees that all claims with any claim in respect to of any such action or proceeding shall may be heard and determined in such New York Delaware State or federal courtscourt or, to the exclusion of all other courtsextent permitted by Law, in such Federal court; (iii) waives waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware State or such Federal court; and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum in connection with to the maintenance of such action or proceeding commenced in any such New York Delaware State or federal courts; and (iv) such Federal court. Each of the parties to this Agreement hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; Law. Each of the parties to this Agreement hereby irrevocably consents to service of process in the manner provided that, if for notices in Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting 10.3. Nothing in New York in which an action or proceeding has been duly and properly commenced by this Agreement shall affect the right of any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, serve process in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all any other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"manner permitted by applicable Law.

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by by, and construed in accordance with with, the laws Laws of the State of New York, Delaware applicable to agreements negotiated, made Contracts executed in and to be performed entirely in said statewithin such State. To Each of the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each Parties to this Agreement hereby irrevocably (i) submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any New York Delaware State court, or Federal court of the United States of America, sitting within the State of Delaware, and federal courts sitting any appellate court from any thereof, in New York City, to the exclusion of all other courts, with respect to matters any Action arising out of or relating to this Agreement, other than matters the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the Parties to be settled by mediation or arbitration this Agreement hereby irrevocably and unconditionally (a) agrees not to commence any such Action except in accordance with Section 2.03(i)such courts; (iib) agrees that all claims with any claim in respect to of any such action or proceeding shall Action may be heard and determined in such New York Delaware State or federal courtscourt or, to the exclusion of all other courtsextent permitted by Law, in such Federal court; (iiic) waives waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action in any such Delaware State or Federal court; and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in connection with any such action or proceeding commenced in such New York Delaware State or federal courts; and (iv) Federal court. Each of the Parties to this Agreement hereby agrees that a final judgment in any such action or proceeding Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; Xxx. Each of the Parties to this Agreement hereby irrevocably consents to service of process in the manner provided that, if for notices in Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting 10.3. Nothing in New York in which an action or proceeding has been duly and properly commenced by this Agreement shall affect the right of any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, serve process in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all any other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"manner permitted by applicable Law.

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by by, and construed in accordance with with, the laws of the State of New York, York applicable to agreements negotiated, made contracts executed in and to be performed entirely in said statewithin the State of New York. To Each of the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each parties hereto hereby irrevocably (i) submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any state or federal court located in Manhattan, New York State York, and federal courts sitting any appellate court thereof, in New York City, to the exclusion of all other courts, with respect to matters any action or proceeding arising out of or relating to this Agreement, other than matters the agreements delivered in connection herewith, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally (i) agrees not to be settled by mediation commence any such action or arbitration proceeding except in accordance with Section 2.03(i); such courts, (ii) agrees that all claims with any claim in respect to of any such action or proceeding shall may be heard and determined in such New York State or federal courtsstate court or, to the exclusion of all other courts; extent permitted by Law, in such federal court, (iii) waives waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such New York state or federal court, and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum in connection with to the maintenance of such action or proceeding commenced in any such New York State state or federal courts; and (iv) court. Each of the parties hereto hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; Law. Each of the parties hereto hereby irrevocably consents to service of process in the manner provided that, if for notices in Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting 11.3. Nothing in New York in which an action or proceeding has been duly and properly commenced by this Agreement will affect the right of any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, serve process in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all any other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"manner permitted by applicable Law.

Governing Law; Consent to Jurisdiction. This Agreement will and the transactions contemplated hereby, and all disputes between the parties under or related to this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by by, and construed in accordance with with, the laws of the State of New York, York applicable to agreements negotiated, made contracts executed in and to be performed entirely within such State, without regard to conflict of law principles that would result in said state. To the fullest extent permitted application of any law other than the law of the State of New York; provided, however, all disputes between the parties under applicable lawor related to Article 2 of this Agreement, shall be governed by, and construed in accordance with, the Depositorlaws of the State of Alaska applicable to contracts executed in and to be performed entirely within such State, without regard to conflict of law principles that would result in the Master Servicer, application of any law other than the Special Servicer, law of the Trustee and any Fiscal Agent each State of Alaska. Each of the parties to this Agreement hereby irrevocably (i) submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any New York State state court, or Federal court of the United States of America located within San Francisco, California, and federal courts sitting any appellate court from any thereof, in New York City, to the exclusion of all other courts, with respect to matters any action or proceeding arising out of or relating to this AgreementAgreement or the transactions contemplated hereby, other than matters or for recognition or enforcement of any judgment relating thereto, and each of the parties to be settled by mediation or arbitration in accordance with Section 2.03(i); this Agreement hereby irrevocably and unconditionally (iia) agrees that all claims with respect not to commence any such action or proceeding shall be heard and determined except in such New York State or federal courts; (b) waives, to the exclusion fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of all other courtsvenue of any such action or proceeding in any such court; and (iiic) waives waives, to the fullest extent permitted by law, the defense of an inconvenient forum in connection with to the maintenance of such action or proceeding commenced in any such New York State or federal courts; and (iv) court. Each of the parties to this Agreement hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; . Each of the parties to this Agreement hereby irrevocably consents to service of process in the manner provided that, if for notices in Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting 9.7. Nothing in New York in which an action or proceeding has been duly and properly commenced by this Agreement shall affect the right of any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, serve process in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all any other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may".manner permitted by applicable law. sd-625790

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by by, and construed in accordance with with, the laws of the State of New York, Delaware applicable to agreements negotiated, made contracts executed in and to be performed entirely in said statewithin such State irrespective of its conflicts of law principles. To Each of the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each parties to this Agreement hereby irrevocably (i) submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any New York Delaware State court, or Federal court of the United States of America, sitting within the State of Delaware, and federal courts sitting any appellate court from any thereof, in New York City, to the exclusion of all other courts, with respect to matters any action or proceeding arising out of or relating to this Agreement, other than matters the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the parties to be settled by mediation or arbitration in accordance with Section 2.03(i); this Agreement hereby irrevocably and unconditionally (iia) agrees that all claims with respect not to commence any such action or proceeding shall except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such New York Delaware State or federal courtscourt or, to the exclusion extent permitted by Law, in such Federal court, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of all other courts; venue of any such action or proceeding in any such Delaware State or Federal court and (iiid) waives waives, to the fullest extent permitted by Law, the defense of an inconvenient forum in connection with to the maintenance of such action or proceeding commenced in any such New York Delaware State or federal courts; and (iv) Federal court. Each of the parties to this Agreement hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; Law. Each of the parties to this Agreement hereby irrevocably consents to service of process in the manner provided that, if for in the notices in Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting 10.4. Nothing in New York in which an action or proceeding has been duly and properly commenced by this Agreement shall affect the right of any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, serve process in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all any other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"manner permitted by applicable Law.

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by governed, including as to validity, interpretation and effect, by, and construed in accordance with, the internal Laws of the State of New York applicable to agreements made and fully performed within the State of New York. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of any state or federal courts sitting in New York, New York. To the fullest extent permitted by applicable Law, each party hereto (a) agrees that, except as otherwise provided in Section 1.05(c) and 1.07 hereto, any claim, action or proceeding by such party seeking any relief whatsoever arising out of, or in connection with the laws Transaction Agreements or the transactions contemplated by this Agreement shall be brought only in (i) the Bankruptcy Court, if brought prior to the entry of a final decree closing the Bankruptcy Cases, and (ii) in the federal courts in the Southern District of New York and the state courts of the State of New York, applicable to agreements negotiated, made and to be performed entirely in said state. To the fullest extent permitted under applicable lawCounty of Manhattan (collectively, the Depositor“New York Courts”), if brought after entry of such final decree closing the Master ServicerBankruptcy Cases, and shall not be brought, in each case, in any other State or Federal court in the Special ServicerUnited States of America or any court in any other country, the Trustee and any Fiscal Agent each hereby irrevocably (ib) submits agrees to submit to the exclusive jurisdiction of any the Bankruptcy Court or the New York State and federal courts sitting in New York CityCourts, as applicable, pursuant to the exclusion preceding clauses (a)(i) and (ii), for purposes of all other courtsclaims, with respect to matters actions or proceedings arising out of of, or relating to in connection with the Transaction Agreements or the transactions contemplated by this Agreement, other than matters (c) waives and agrees not to be settled by mediation assert any objection that it may now or arbitration hereafter have to the laying of the venue of any such claim, action or proceeding brought in accordance with Section 2.03(i); such a court or any claim that any such claim, action or proceeding brought in such a court has been brought in an inconvenient forum, (iid) agrees that all claims mailing of process or other papers in connection with respect to any such claim, action or proceeding in the manner provided in Section 10.04 hereto shall be heard valid and determined in such New York State or federal courtssufficient service thereof, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum in connection with such action or proceeding commenced in such New York State or federal courts; and (ive) agrees that a final judgment in any such claim, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"applicable Law.

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by by, and construed in accordance with with, the laws Legal Requirements of the State of New York, Delaware applicable to agreements negotiated, made Contracts executed in and to be performed entirely in said statewithin such State. To Each of the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each parties to this Agreement hereby irrevocably (i) submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any New York Delaware State court, or Federal court of the United States of America, sitting within the State of Delaware, and federal courts sitting any appellate court from any thereof, in New York City, to the exclusion of all other courts, with respect to matters any Legal Proceeding arising out of or relating to this Agreement, other than matters the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the parties to be settled by mediation or arbitration this Agreement hereby irrevocably and unconditionally (a) agrees not to commence any such Legal Proceeding except in accordance with Section 2.03(i)such courts; (iib) agrees that all claims with any claim in respect to of any such action or proceeding shall Legal Proceeding may be heard and determined in such New York Delaware State or federal courtscourt or, to the exclusion of all other courtsextent permitted by Legal Requirement, in such Federal court; (iiic) waives waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Legal Proceeding in any such Delaware State or Federal court; and (d) waives, to the fullest extent permitted by Legal Requirement, the defense of an inconvenient forum to the maintenance of such Legal Proceeding in connection with any such action or proceeding commenced in such New York Delaware State or federal courts; and (iv) Federal court. Each of the parties to this Agreement hereby agrees that a final judgment in any such action or proceeding Legal Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; Legal Requirement. Each of the parties to this Agreement hereby irrevocably consents to service of process in the manner provided that, if for notices in Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting 8.3. Nothing in New York in which an action or proceeding has been duly and properly commenced by this Agreement shall affect the right of any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, serve process in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all any other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"manner permitted by applicable Legal Requirement.

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by and construed and enforced in accordance with the internal laws of the State of New York. Each of the Seller, applicable the Members, the Purchaser and Luminant irrevocably submits to agreements negotiatedthe personal exclusive jurisdiction of the United States District Court for the Southern District of New York for the purposes of any suit, made and action or other proceeding arising out of this Agreement or any transaction contemplated hereby (and, to be performed entirely in said state. To the fullest extent permitted under applicable lawrules of procedure, agrees not to commence any action, suit or proceeding relating hereto except in such court). Each of the Seller, the DepositorMembers, the Master Servicer, the Special Servicer, the Trustee Purchaser and any Fiscal Agent each hereby irrevocably (i) submits to the jurisdiction Luminant agree that service of any New York State and federal courts sitting process, summons, notice or document hand delivered or sent by registered mail to such party's respective address set forth in Section 11.05 will be effective service of process for any action, suit or proceeding in New York City, to the exclusion of all other courts, with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the Seller, the Members, the Purchaser and Luminant irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or relating the transactions contemplated hereby in the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waive and agree not to this Agreementplead or claim in such court that any such action, other than matters to be settled by mediation or arbitration in accordance with Section 2.03(i); (ii) agrees that all claims with respect to such action suit or proceeding shall be heard and determined brought in such New York State or federal courts, to the exclusion of all other courts; (iii) waives the defense of court has been brought in an inconvenient forum in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"forum.

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by by, and construed in accordance with with, the laws Laws of the State of New York, Delaware applicable to agreements negotiated, made Contracts executed in and to be performed entirely in said statewithin such State. To Subject to Section 10.11, each of the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each Parties to this Agreement hereby irrevocably (i) submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any New York Delaware State court, or Federal court of the United States of America, sitting within the State of Delaware, and federal courts sitting any appellate court from any thereof, in New York City, to the exclusion of all other courts, with respect to matters any Action arising out of or relating to this Agreement, other than matters the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the Parties to be settled by mediation or arbitration this Agreement hereby irrevocably and unconditionally (a) agrees not to commence any such Action except in accordance with Section 2.03(i)such courts; (iib) agrees that all claims with any claim in respect to of any such action or proceeding shall Action may be heard and determined in such New York Delaware State or federal courtscourt or, to the exclusion of all other courtsextent permitted by Law, in such Federal court; (iiic) waives waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action in any such Delaware State or Federal court; and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in connection with any such action or proceeding commenced in such New York Delaware State or federal courts; and (iv) Federal court. Each of the Parties to this Agreement hereby agrees that a final judgment in any such action or proceeding Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; Law. Each of the Parties to this Agreement hereby irrevocably consents to service of process in the manner provided that, if for notices in Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting 10.3. Nothing in New York in which an action or proceeding has been duly and properly commenced by this Agreement shall affect the right of any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, serve process in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all any other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"manner permitted by applicable Law.

Governing Law; Consent to Jurisdiction. This Agreement, and all -------------------------------------- disputes, actions or proceedings arising out of or relating to this Agreement will or the negotiation, validity or performance hereunder or the transactions contemplated hereby and/or the rights and obligations of the parties to this Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkDelaware, applicable without regard to agreements negotiated, made and to be performed entirely in said stateits conflict of laws provisions. To Each of the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each parties hereto hereby irrevocably (i) submits and unconditionally consents to the jurisdiction of the Center for Public Resources to resolve any New York State and federal courts sitting in New York Citysuch dispute, to the exclusion of all other courts, action or proceeding (except with respect to matters arising out any equitable remedy to which a party is entitled), and further consents to the jurisdiction of or relating the courts of The Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts for the purpose of enforcing the arbitration provisions of Section 10.03 and pursuing any equitable remedy. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to this Agreementthe laying of venue of any such dispute, other than matters to be settled by mediation or arbitration in accordance with Section 2.03(i); (ii) agrees that all claims with respect to such action or proceeding before the Center for Public Resources based on a lack of personal jurisdiction or the laying of venue, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that arbitration before the Center for Public Resources has been brought in an inconvenient forum. Each of the parties hereto further agrees that service of process, summons, notice or document by U.S. registered mail to such party's address set forth in Section 10.04 hereof shall be heard and determined in effective service of process for any such New York State or federal courtsdispute, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum in connection with such action or proceeding commenced in brought against such New York State or federal courts; and (iv) agrees that a final judgment party in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may".

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by by, and construed in accordance with with, the laws Laws of the State of New York, York applicable to agreements negotiated, made contracts executed in and to be performed entirely in said statewithin such State. To Each of the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each parties to this Agreement hereby irrevocably (i) submits and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of any New York State state court, or federal court of the United States of America, in either case sitting within the City and federal courts sitting County of New York, New York, and any appellate court from any thereof, in New York City, to the exclusion of all other courts, with respect to matters any action or proceeding arising out of or relating to this Agreement, other than matters the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the parties to be settled by mediation or arbitration in accordance with Section 2.03(i); this Agreement hereby irrevocably and unconditionally (iia) agrees that all claims with respect not to commence any such action or proceeding shall except in such courts; (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such New York State or federal courtsstate court or, to the exclusion of all other courtsextent permitted by law, in such federal court; (iiic) waives waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such New York state or federal court and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum in connection with to the maintenance of such action or proceeding commenced in any such New York State state or federal courts; and (iv) court. Each of the parties to this Agreement hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; . Each of the parties to this Agreement hereby irrevocably consents to service of process in the manner provided that, if for notices in Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting 10.3. Nothing in New York in which an action or proceeding has been duly and properly commenced by this Agreement shall affect the right of any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, serve process in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all any other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"manner permitted by applicable Law.

Governing Law; Consent to Jurisdiction. This Agreement will shall be governed by and construed in accordance with the laws of the State of New York, applicable to agreements negotiated, made and to be performed entirely in said state. To the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal Agent each hereby irrevocably (i) submits Delaware without reference to the choice of law principles thereof. Buyer and Seller consent to and hereby submit to the exclusive jurisdiction of any New York state or federal court located in the State and federal courts sitting of Delaware in New York Cityconnection with any action, to the exclusion of all other courts, with respect to matters suit or proceeding arising out of or relating to this Agreement, other than matters and each of the parties hereto irrevocably waives, to be settled the fullest extent permitted by mediation law, any objection which it may now or arbitration hereafter have to the laying of the venue of any such proceeding brought in accordance with such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Section 2.03(i); ENTIRE AGREEMENT. This Agreement (iiincluding agreements incorporated herein) agrees that all claims and the Schedules and Exhibits hereto contain the entire agreement between the parties with respect to such action the subject matter hereof and there are no agreements, understandings, representations or proceeding shall be heard warranties between the parties other than those set forth or referred to herein. Except for Sections 10.2, 10.3, 10.4 and determined in such New York State or federal courts10.5, which are intended to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum in connection with such action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicablebenefit, and if both a New York State and a federal court sitting in New York in which an action to be enforceable by, any of the Buyer Indemnified Parties or proceeding has been duly and properly commenced by any party to the Seller Indemnified Parties, as the case may be, this Agreement regarding is not intended to confer upon any Person not a matter arising out of party hereto (and their successors and assigns permitted by Section 12.6) any rights or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all other courts" in clause (i) and clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"remedies hereunder.

Governing Law; Consent to Jurisdiction. This Agreement, the legal relations between the parties and any Action, whether contractual or non-contractual, instituted by any party with respect to matters arising under or growing out of or in connection with or in respect of this Agreement will shall be governed by and construed in accordance with the laws Laws of the State of New York, Utah applicable to agreements negotiated, contracts made and performed in such State and without regard to be performed entirely conflicts of law doctrines, except to the extent that certain matters are preempted by federal law. Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the Federal and State courts of the State of Utah located in said state. To Salt Lake County, Utah for the fullest purpose of any Action arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives, to the extent permitted under not prohibited by applicable law, the Depositorand agrees not to assert by way of motion, the Master Serviceras a defense or otherwise, the Special Servicerin any such Action, the Trustee and any Fiscal Agent each hereby irrevocably (i) submits claim that it is not subject personally to the jurisdiction of any New York State and federal courts sitting in New York City, to the exclusion of all other above-named courts, with respect that its property is exempt or immune from attachment or execution, that any such Action brought in one of the above-named courts may be removed to matters any other court, should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (iii) hereby agrees not to commence any Action arising out of or based upon this Agreement or relating to this Agreement, the subject matter hereof other than matters before one of the above-named courts nor to be settled make any motion or take any other action seeking or intending to cause the transfer or removal of any such Action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Each party hereby (x) consents to service of process in any such Action in any manner permitted by mediation or arbitration law of the State of Utah; (y) agrees that service of process made in accordance with clause (x) (including, without limitation, service made by registered or certified mail; return receipt requested, at its address specified pursuant to Section 2.03(i); (ii6.8) agrees that all claims with respect is reasonably calculated to give actual notice of any such action or proceeding shall be heard and determined in such New York State or federal courts, to the exclusion of all other courts; (iii) waives the defense of an inconvenient forum in connection with such action or proceeding commenced in such New York State or federal courtsAction; and (ivz) waives and agrees that not to assert (by way of motion, as a final judgment defense, or otherwise) in any such action or proceeding shall be conclusive and may be enforced Action any claim that service of process made in other jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if Section 2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an action or proceeding has been duly and properly commenced by any party to this Agreement regarding a matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise have not accepted such action or proceeding within, in the case of each such court, 60 days of the commencement or filing thereof, then the words "to the exclusion of all other courts" in accordance with clause (ix) does not constitute good and clause (ii) sufficient service of this sentence shall not apply with regard to such action or proceeding and the reference to "shall" in clause (ii) of this paragraph shall be deemed to be "may"process.