Common use of Governing Law; Consent to Jurisdiction; Waiver of Jury Trial Clause in Contracts

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT AND ALL DISPUTES OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF DELAWARE. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (INCLUDING ANY ACTION, PROCEEDING, COUNTERCLAIM OR OTHER SUCH LITIGATION INVOLVING ANY FINANCING PARTIES).

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE TRANSACTION PARTIES SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. THE PARTIES HERETO EACH SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL DISPUTES OR CONTROVERSIES LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF DELAWARE. (b) HEREBY. EACH OF THE PARTIES TO THIS AGREEMENT HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT TO HAVE A TRIAL BY JURY PARTICIPATE IN RESOLVING ANY ACTIONDISPUTE, PROCEEDING WHETHER SOUNDING IN CONTRACT, TORT OR COUNTERCLAIM OTHERWISE AMONG ANY OF THEM ARISING OUT OF OR OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (INCLUDING ANY ACTION, PROCEEDING, COUNTERCLAIM OR OTHER SUCH LITIGATION INVOLVING ANY FINANCING PARTIES)FACILITY DOCUMENTS.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT AND ALL DISPUTES OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. TO THE LAWS OF ANY OTHER FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SPONSOR AND THE OWNER TRUSTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY (I) CONSENT TO SUBMIT TO THE NONEXCLUSIVE JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES COURTS OF THE STATE OF DELAWARE. (b) EACH DELAWARE FOR PURPOSES OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, ACTION OR PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO IN CONNECTION WITH THIS AGREEMENT, AND (II) WAIVE (TO THE ACTIONS EXTENT PERMITTED BY APPLICABLE LAW) PERSONAL SERVICE OF ANY PARTY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE ACCORDANCE WITH SECTION 11.04 HEREOF AND ENFORCEMENT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (INCLUDING ANY ACTION, PROCEEDING, COUNTERCLAIM OR OTHER SUCH LITIGATION INVOLVING ANY FINANCING PARTIES)SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON RECEIPT THEREOF.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT AND ALL DISPUTES OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BYThis Agreement shall be construed in accordance with the laws of the State of Delaware, AND CONSTRUED IN ACCORDANCE WITHwithout regard to the principles of conflicts of laws. The parties further agree that any action between them shall be heard in City of Wilmington, THE INTERNAL LAWS OF THE STATE OF DELAWAREDelaware and expressly consent to the jurisdiction and venue of the state and federal courts sitting in City of Wilmington, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF DELAWARE. (b) Delaware for the adjudication of any civil action asserted pursuant to this Agreement. EACH OF THE PARTIES HERETO, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO THIS AGREEMENT HEREBY IRREVOCABLY CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND UNCONDITIONALLY WAIVES ALL INTENTIONALLY WAIVES, IRREVOCABLY, THE RIGHT TO A TRIAL BY JURY IN WITH RESPECT TO ANY ACTIONLEGAL PROCEEDING BASED HEREON, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OF, UNDER OR RELATING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH THE ACTIONS OF ANY PARTY IN INVESTORS AND THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF COMPANY ARE ADVERSE PARTIES. THIS AGREEMENT OR PROVISION IS A MATERIAL INDUCEMENT FOR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (INCLUDING ANY ACTION, PROCEEDING, COUNTERCLAIM OR OTHER SUCH LITIGATION INVOLVING ANY FINANCING PARTIES)INVESTORS TO ENTER INTO THIS AGREEMENT.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. (b) EACH PARTY HEREBY IRREVOCABLY AND ALL DISPUTES UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR CONTROVERSIES INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS ANY OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF DELAWARE. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO A TRIAL BY JURY AGREEMENTS DELIVERED IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (INCLUDING A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY ACTIONOTHER PARTY HAS REPRESENTED, PROCEEDINGEXPRESSLY OR OTHERWISE, COUNTERCLAIM OR THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH LITIGATION INVOLVING ANY FINANCING PARTIES)WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.8.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT AND Each Loan Document and the rights and obligations of the parties hereto and thereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. (b) ALL DISPUTES OR CONTROVERSIES JUDICIAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL LOAN DOCUMENTS MAY BE GOVERNED BY, AND CONSTRUED BROUGHT IN ACCORDANCE WITH, ANY COURT OF THE INTERNAL LAWS BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN THE STATE OF DELAWARENEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WITHOUT REGARD TO THE LAWS AND BY EXECUTION AND DELIVERY OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF DELAWARE. (b) THIS AGREEMENT, EACH OF THE PARTIES HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO THIS AGREEMENT BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THE LOAN DOCUMENTS. (c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE BORROWER AND THE LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, ACTION OR PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY HEREUNDER OR THEREBY (INCLUDING ANY ACTION, PROCEEDING, COUNTERCLAIM OR OTHER SUCH LITIGATION INVOLVING ANY FINANCING PARTIES)THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT AND ALL DISPUTES OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, CONSTRUED AND CONSTRUED ENFORCED IN ACCORDANCE WITH, WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD RENDER SUCH CHOICE INEFFECTIVE. EACH PARTY IRREVOCABLY CONSENTS TO THE LAWS OF ANY OTHER EXCLUSIVE JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF LAWS PRINCIPLES NEW YORK SITTING IN NEW YORK COUNTY OR THE COMMERCIAL DIVISION, CIVIL BRANCH OF THE SUPREME COURT OF THE STATE OF DELAWARE. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY NEW YORK SITTING IN NEW YORK COUNTY AND UNCONDITIONALLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTIONAPPELLATE COURT FROM ANY THEREOF, PROCEEDING FOR ANY ACTIONS, SUITS OR COUNTERCLAIM PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE ACTIONS PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT OF ANY PARTY TRIAL BY JURY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (INCLUDING ANY ACTION, PROCEEDING, OR COUNTERCLAIM RELATING TO, ARISING OUT OF, OR OTHER SUCH LITIGATION INVOLVING IN CONNECTION WITH, THIS AGREEMENT, THE PURCHASE AGREEMENT OR THE ANCILLARY AGREEMENTS, OR ANY FINANCING PARTIES)MATTER ARISING HEREUNDER OR THEREUNDER.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT AND ALL DISPUTES OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICT OF LAWS PROVISIONS) OF THE STATE OF DELAWAREOHIO, WITHOUT REGARD EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE INTERESTS OF THE PURCHASER IN THE PURCHASED RECEIVABLES OR REMEDIES HEREUNDER OR THEREUNDER, IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF ANY A JURISDICTION OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THAN THE STATE OF DELAWAREOHIO. (b) EACH THE SELLER AND THE SUBSERVICER HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY COURTS OF THE STATE OF OHIO AND UNCONDITIONALLY THE UNITED STATES DISTRICT COURT LOCATED IN THE SOUTHERN DISTRICT OF OHIO, AND EACH WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ACTIONS PERSONAL SERVICE OF ANY PARTY IN AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (INCLUDING ANY ACTION, PROCEEDING, COUNTERCLAIM OR OTHER SUCH LITIGATION INVOLVING ANY FINANCING PARTIES).ADDRESS SET FORTH ON THE