CONSENT TO JURISDICTION. SENIOR LENDER, SUBORDINATED CREDITOR AND THE OBLIGORS AGREE THAT ALL DISPUTES ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THIS AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, AND SENIOR LENDER, SUBORDINATED CREDITOR AND THE OBLIGORS WAIVE ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, BUT SENIOR LENDER, SUBORDINATED CREDITOR AND THE OBLIGORS ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. SENIOR LENDER, SUBORDINATED CREDITOR AND THE OBLIGORS WAIVE IN ALL DISPUTES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH OF THE JUNIOR CREDITORS, SENIOR LENDER, SUBORDINATED CREDITORAGENT, SENIOR LENDERS, AND THE NEW OBLIGORS AGREEHEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK, NEW YORK AND IRREVOCABLY AGREES THAT ALL DISPUTESACTIONS OR PROCEEDINGS ARISING OUT OF, CONNECTED WITH, RELATED TOOF OR INCIDENTALRELATING TO THIS AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE OR FEDERAL COURTS LOCATEDLITIGATED IN NEW YORK, NEW YORK, ANDSUCH COURTS. EACH OF THE JUNIOR CREDITORS, SENIOR LENDER, SUBORDINATED CREDITORAGENT, SENIOR LENDERS, AND THE NEW OBLIGORS ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVE ANY OBJECTION BASED ON VENUE ORDEFENSE OF FORUM NON CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, BUT SENIOR LENDER, SUBORDINATED CREDITORCONVENIENS, AND THE OBLIGORS ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVEIRREVOCABLY AGREES TO BE HEARDBOUND BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. SENIOR LENDER, SUBORDINATED CREDITOR AND THE OBLIGORS WAIVEANY JUDGMENT RENDERED THEREBY IN ALL DISPUTES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.CONNECTION WITH THIS JOINDER.