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200500259 GENERALLY AND UNCONDITIONALLY FOR ITSELF AND IN RESPECT OF ITS PROPERTY TO THE NON - EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING WITHIN THE STATE OF NEW YORK, AND TO THE NON - EXCLUSIVE JURISDICTION OF ANY STATE OR UNITED STATES FEDERAL COURT SITTING IN THE STATE IN WHICH ANY OF THE MORTGAGED PROPERTY IS LOCATED (COLLECTIVELY, "COURT OF COMPETENT JURISDICTION "), OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS DEED OF TRUST OR THE SECURED INDEBTEDNESS. DEBTOR HEREBY AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY STATE COURT OF COMPETENT JURISDICTION MAY BE MADE BY REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO DEBTOR AT ITS ADDRESS STATED IN THIS DEED OF TRUST, OR AT A SUBSEQUENT ADDRESS OF WHICH SECURED PARTY RECEIVED ACTUAL NOTICE FROM DEBTOR IN ACCORDANCE WITH THIS DEED OF TRUST, AND THAT PERSONAL SERVICE OF PROCESS SHALL NOT BE REQUIRED. Section 6.10 Subrogation to Existing Liens. To the extent that proceeds of the Notes are used to pay indebtedness secured by any outstanding lien, security interest, charge or prior encumbrance against the Mortgaged Property, such proceeds have been advanced by Secured Party at Debtor's request, and Secured Party shall be subrogated to any and all rights, security interests and liens owned by any owner or holder of such outstanding liens, security interests, charges or encumbrances, however remote, irrespective of whether said liens, security interests, charges or encumbrances are released, and all of the same are recognized as valid and subsisting and are renewed and continued and merged herein to secure the secured indebtedness, but the terms and provisions of this Deed of Trust shall govern and control the manner and terms of enforcement of the liens, security interests, charges and encumbrances to which Secured Party is subrogated hereunder. It is expressly understood that, in consideration of the payment of such indebtedness by Secured Party, Debtor hereby waives and releases all demands and causes of action for offsets and payments in connection with the said indebtedness. Section 6.11 Application of Payments to Certain Indebtedness. If any part of the secured indebtedness cannot be lawfully secured by this Deed of Trust or if any part of the Mortgaged Property cannot be lawfully subject to the lien and security interest hereof to the full extent of such indebtedness, then all payments made shall be applied on said indebtedness first in discharge of that portion thereof which is not secured by this Deed of Trust. Section 6.12 Compliance with Usu . Laws. In no event shall the amount of interest (including any fees, commissions and any other amounts which would constitute interest under Applicable Law [as used in this Section 6.12, as defined in the Loan Agreement] governing the maximum interest permitted to be charged) due or payable hereunder or under the Notes exceed the maximum rate of interest allowed by Applicable Law and the interest rate calculated hereunder shall be calculated accordingly so that such maximum lawful rate is not exceeded. In the event any such payment of interest in excess of the maximum lawful rate is inadvertently made by Debtor or inadvertently received by any Agent (as defined in the Loan Agreement) or any Lender, then such excess sum shall be credited as a payment of principal, unless Debtor shall DEED OF TRUST— Page 17