Common use of Choice of Law; Submission to Jurisdiction; Waiver of Jury Trial Clause in Contracts

Choice of Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. REGARDLESS OF ANY PROVISION IN ANY OTHER AGREEMENT, FOR PURPOSES OF THE UCC, NEW YORK SHALL BE DEEMED TO BE THE SECURITIES INTERMEDIARY’S LOCATION AND EACH SECURITIES ACCOUNT (AS WELL AS THE SECURITY ENTITLEMENTS RELATED THERETO) SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Each of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreement.

Choice of Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORKThe Loan Papers are being delivered and consummated and Borrower's duties hereunder are performable in the State of New York. REGARDLESS OF ANY PROVISION IN ANY OTHER AGREEMENTThe Loan Papers (other than those containing a contrary express choice of law provision) shall be construed in accordance with the laws of New York applicable to contracts made and performed in New York. Any suit, FOR PURPOSES OF THE UCCaction or proceeding against Borrower with respect to this Agreement, NEW YORK SHALL BE DEEMED TO BE THE SECURITIES INTERMEDIARY’S LOCATION AND EACH SECURITIES ACCOUNT (AS WELL AS THE SECURITY ENTITLEMENTS RELATED THERETO) SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Each the Note or any judgment entered by any court in respect thereof, may be brought in the courts of the parties hereto State of New York, County of New York, or in the United States courts located in the State of New York as Lender in its sole discretion may elect and Borrower hereby submits to the non-exclusive jurisdiction of the United States District Court such courts for the Southern District of New York and purpose of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such partysuit, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in proceeding. Borrower hereby irrevocably and unconditionally waives (a) any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that objections which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement, the Note or any other Loan Paper brought in such a court the courts located in the State of New York and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such a court has been brought in an any inconvenient forum. Each party hereto hereby waives, and (b) to the fullest maximum extent permitted not prohibited by applicable law, any right it may have to a trial by jury in respect of claim or recover on any litigation directly legal action or indirectly arising out ofproceeding related hereto, under any special, exemplary, punitive or in connection with this agreementconsequential damages. BORROWER HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF, OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN PAPERS AND THE RIGHT TO BRING ANY ACTION IN COURTS LOCATED IN ANY STATE OTHER THAN NEW YORK.