OF THE STATE OF NEW YORK
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. EACH PARTY HEREBY
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION
CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN
ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO
THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS
BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR
PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF
PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR
PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT
UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND
SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL
BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED
BY LAW.
16. WAIVER OF JURY TRIAL. THE COMPANY AND ML&CO EACH HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
17. ABSENCE OF FIDUCIARY RELATIONSHIP. THE COMPANY, THE OPERATING PARTNERSHIP
AND THE MANAGER ACKNOWLEDGE AND AGREE THAT:
(A) THE ML & CO. HAS BEEN RETAINED SOLELY TO ACT AS ML & CO. IN CONNECTION WITH
THE SALE OF THE SHARES THAT NO FIDUCIARY, ADVISORY OR AGENCY RELATIONSHIP
BETWEEN THE COMPANY, THE OPERATING PARTNERSHIP OR THE MANAGER AND THE ML & CO.
HAS BEEN CREATED IN RESPECT OF ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, IRRESPECTIVE OF WHETHER THE ML & CO. HAS ADVISED OR IS ADVISING THE
COMPANY, THE OPERATING PARTNERSHIP OR THE MANAGER ON OTHER MATTERS;
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(B) THE PRICE OF THE SHARES SET FORTH IN THIS AGREEMENT WAS ESTABLISHED BY THE
COMPANY AND THE ML & CO. FOLLOWING DISCUSSIONS AND ARMS-LENGTH NEGOTIATIONS WITH
THE ML & CO. AND THE COMPANY, AND THE COMPANY, THE OPERATING PARTNERSHIP AND THE
MANAGER ARE CAPABLE OF EVALUATING AND UNDERSTANDING AND UNDERSTAND AND ACCEPT
THE TERMS, RISKS AND CONDITIONS OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT;
(C) THEY HAVE BEEN ADVISED THAT THE ML & CO. AND ITS AFFILIATES ARE ENGAGED IN A
BROAD RANGE OF TRANSACTIONS WHICH MAY INVOLVE INTERESTS THAT DIFFER FROM THOSE
OF THE COMPANY, THE OPERATING PARTNERSHIP OR THE MANAGER AND THAT THE ML & CO.
HAVE NO OBLIGATION TO DISCLOSE SUCH INTERESTS AND TRANSACTIONS TO THE COMPANY,
THE OPERATING PARTNERSHIP OR THE MANAGER BY VIRTUE OF ANY FIDUCIARY, ADVISORY OR
AGENCY RELATIONSHIP; AND
(D) THEY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIMS THEY MAY HAVE
AGAINST THE ML & CO., FOR BREACH OF FIDUCIARY DUTY OR