Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the State of New York. Unless provided otherwise under federal law, this Guaranty will be interpreted in accordance with the laws of the State of New York excluding its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN ANY JUDICIAL DISTRICT OR COUNTY IN THE STATE OF NEW YORK WHERE THE BANK MAINTAINS A BRANCH AND CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR’S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Guarantor. Guarantor hereby waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty.

Governing Law; Jurisdiction. This Note has been delivered to and accepted by the ​ and will be deemed to be made in the State of New York. Except as otherwise provided under federal law, this Note will be interpreted in accordance with the laws of the State of New York excluding its conflict of laws rules. ​ hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in New York State in a County or Judicial district where the ​ maintains a branch and consents that the ​ may effect any service of process in the manner and at ​’s address set forth above for providing notice or demand; provided that nothing contained in this Note will prevent the ​ from bringing any action, enforcing any award or judgment or exercising any rights against ​ individually, against any security or against any property of ​ within any other county, state or other foreign or domestic jurisdiction. ​ acknowledges and agrees that the venue provided above is the most convenient forum for both the ​ and ​. ​ waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.

Governing Law; Jurisdiction. This Note has been delivered to and accepted by the ​ and will be deemed to be made in the State of New York. Except as otherwise provided under federal law, this Note will be interpreted in accordance with the laws of the State of New York excluding its conflict of laws rules. Borrower hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in New York State in a County or Judicial district where the ​ maintains a branch and consents that the ​ may effect any service of process in the manner and at Borrower’s address set forth above for providing notice or demand; provided that nothing contained in this Note will prevent the ​ from bringing any action, enforcing any award or judgment or exercising any rights against Borrower individually, against any security or against any property of Borrower within any other county, state or other foreign or domestic jurisdiction. Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the ​ and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.

Governing Law; Jurisdiction. This Agreement has been delivered to and accepted by the ​ and will be deemed to be made in the State of New York. Except as otherwise provided under federal law, this Agreement will be interpreted in accordance with the laws of the State of New York excluding its conflict of laws rules. [[Organization A:Organization]] HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK IN A COUNTY OR JUDICIAL DISTRICT WHERE THE ​ MAINTAINS A BRANCH AND CONSENTS THAT THE ​ MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT [[Organization A:Organization]]’S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS AGREEMENT WILL PREVENT THE ​ FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST [[Organization A:Organization]] INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF [[Organization A:Organization]] WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. [[Organization A:Organization]] acknowledges and agrees that the venue provided above is the most convenient forum for both the ​ and [[Organization A:Organization]]. [[Organization A:Organization]] waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement.

Consent to Jurisdiction. The parties irrevocably # agree that any suit, action, or other legal proceeding arising out of this Guaranty may be brought in the courts of record of the State of New York or the courts of the United States located in such state; # consents to the jurisdiction of each such court in any such suit, action, or proceeding. Guarantor hereby irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Guaranty, and hereby further irrevocably waives any claim that the State of New York is not a convenient forum for any such suit, action or proceeding.