Common use of Governing Law; Jurisdiction; Certain Waivers Clause in Contracts

Governing Law; Jurisdiction; Certain Waivers. a. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW. b. OBLIGOR HEREBY AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST OBLIGOR WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN TXX XXXXXX XX XXX XXXXX XX XXX XXXX IN THE CITY OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS RZB MAY ELECT, AND, BY EXECUTION AND DELIVERY HEREOF, OBLIGOR ACCEPTS AND CONSENTS TO, FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS WAIVED BY RZB IN WRITING, WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT BY IT AGAINST RZB. NOTHING HEREIN SHALL LIMIT THE RIGHT OF RZB TO BRING PROCEEDINGS AGAINST OBLIGOR IN THE COURTS OF ANY OTHER JURISDICTION. OBLIGOR AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THIS AGREEMENT AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. c. Obligor waives personal service of process and consents that service of process upon it may be made by certified or registered mail, return receipt requested, directed to Obligor at its address last specified for notices hereunder, and service so made shall be deemed completed five days after the same shall have been so mailed.

Governing Law; Jurisdiction; Certain Waivers. a. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW. b. OBLIGOR HEREBY AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST OBLIGOR WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN TXX XXXXXX XX XXX THE COURTS OF THE XXXXX XX XXX XXXX IN THE CITY OF NEW YORK OR XX XXX XXXX XX XXX XXXX XX OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS RZB MAY ELECT, AND, BY EXECUTION AND DELIVERY HEREOF, OBLIGOR ACCEPTS AND CONSENTS TO, FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS WAIVED BY RZB IN WRITING, WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT BY IT AGAINST RZB. NOTHING HEREIN SHALL LIMIT THE RIGHT OF RZB TO BRING PROCEEDINGS AGAINST OBLIGOR IN THE COURTS OF ANY OTHER JURISDICTION. OBLIGOR AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THIS AGREEMENT AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS.. ----- --- ---------- c. Obligor waives personal service of process and consents that service of process upon it may be made by certified or registered mail, return receipt requested, directed to Obligor at its address last specified for notices hereunder, and service so made shall be deemed completed five days after the same shall have been so mailed.

Governing Law; Jurisdiction; Certain Waivers. a. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW. b. OBLIGOR HEREBY AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST OBLIGOR WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN TXX XXXXXX XX THE COURTS OF THE STATE OF XXX XXXXX XXXX XX XXX XXXX IN THE CITY OF NEW YORK OR XX XXX XXXX XX OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS RZB MAY ELECT, AND, BY EXECUTION AND DELIVERY HEREOF, OBLIGOR ACCEPTS AND CONSENTS TO, FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS WAIVED BY RZB IN WRITING, WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT BY IT AGAINST RZB. NOTHING HEREIN SHALL LIMIT THE RIGHT OF RZB TO BRING PROCEEDINGS AGAINST OBLIGOR IN THE COURTS OF ANY OTHER JURISDICTION. OBLIGOR AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THIS AGREEMENT AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. c. Obligor waives personal service of process and consents that service of process upon it may be made by certified or registered mail, return receipt requested, directed to Obligor at its address last specified for notices hereunder, and service so made shall be deemed completed five days after the same shall have been so mailed.

Governing Law; Jurisdiction; Certain Waivers. a. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW. b. OBLIGOR HEREBY AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST OBLIGOR WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN TXX XXXXXX XX XXX XXXXX XX XXX XXXX IN THE CITY OF NEW YORK OR OF THE UNITED THEUNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS RZB AGR MAY ELECT, ,AND, ,BY EXECUTION AND DELIVERY HEREOF, OBLIGOR ACCEPTS AND CONSENTS TO, FOR ITSELF AND IN RESPECT TO ITS PROPERTY, ,GENERALLY AND UNCONDITIONALLY, UNCONDmONALLY,THE JURISDICTION OF THE AFORESAID COURTS AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS WAIVED BY RZB AGR IN WRITING, ,WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT BY IT AGAINST RZBAGR. NOTHING HEREIN SHALL LIMIT THE RIGHT OF RZB AGR TO BRING PROCEEDINGS AGAINST OBLIGOR IN THE COURTS OF ANY OTHER JURISDICTION. OBLIGOR AGREES THAT SECTIONS 5-1401 AND 1401AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THIS AGREEMENT AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. c. Obligor waives personal service of process and consents that service of process upon it may be made by certified or registered mail, return retum receipt requested, directed to Obligor at its address last specified for notices hereunder, and service so made shall be deemed completed five ten days after the same shall have been so mailed. d. EACH OF AGR AND OBLIGOR HEREBY KNOWINGLY,VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF OBLIGOR OR AGR. THIS PROVISION IS A MATERIAL INDUCEMENT FOR AGR'S EXTENDING CREDIT TO OBLIGOR.

Governing Law; Jurisdiction; Certain Waivers. a. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW. b. OBLIGOR HEREBY AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST OBLIGOR WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN TXX XXX XXXXXX XX XXX XXXXX XX XXX XXXX IN THE CITY OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS RZB MAY ELECT, AND, BY EXECUTION AND DELIVERY HEREOF, OBLIGOR ACCEPTS AND CONSENTS TO, FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS WAIVED BY RZB IN WRITING, WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT BY IT AGAINST RZB. NOTHING HEREIN SHALL LIMIT THE RIGHT OF RZB TO BRING PROCEEDINGS AGAINST OBLIGOR IN THE COURTS OF ANY OTHER JURISDICTION. OBLIGOR AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THIS AGREEMENT AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. c. Obligor waives personal service of process and consents that service of process upon it may be made by certified or registered mail, return receipt requested, directed to Obligor at its address last specified for notices hereunder, and service so made shall be deemed completed five days after the same shall have been so mailed. d. EACH OF RZB AND OBLIGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF OBLIGOR OR RZB. THIS PROVISION IS A MATERIAL INDUCEMENT FOR RZB’S EXTENDING CREDIT TO OBLIGOR.

Governing Law; Jurisdiction; Certain Waivers. a. (a) THIS AGREEMENT INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORKYORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW. b. OBLIGOR HEREBY AGREES THAT AND ANY LEGAL ACTION OR PROCEEDING AGAINST OBLIGOR WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN TXX XXXXXX XX XXX XXXXX XX XXX XXXX IN THE CITY OF NEW YORK OR APPLICABLE LAWS OF THE UNITED STATES OF AMERICA FOR AND WITH RESPECT TO ALL SECURITY INTERESTS GRANTED IN CONNECTION HEREWITH, GE CAPITAL SHALL HAVE THE SOUTHERN DISTRICT RIGHTS AND REMEDIES OF A SECURED PARTY UNDER APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO THE UNIFORM COMMERCIAL CODE OF NEW YORK. EACH APPLICANT HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG APPLICANT AND GE CAPITAL PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, PROVIDED, THAT GE CAPITAL AND APPLICANT ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK AS RZB MAY ELECTCOUNTY, AND, BY EXECUTION AND DELIVERY HEREOFPROVIDED, OBLIGOR ACCEPTS FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE GE CAPITAL FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF GE CAPITAL. EACH APPLICANT EXPRESSLY SUBMITS AND CONSENTS TOIN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, FOR ITSELF AND IN RESPECT EACH APPLICANT HEREBY WAIVES ANY OBJECTION THAT SUCH APPLICANT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH APPLICANT HEREBY WAIVES PERSONAL SERVICE OF THE AFORESAID COURTS SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH JURISDICTION SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH APPLICANT AT THE ADDRESSES SET FORTH IN ANNEX I OF THE CREDIT AGREEMENT AND THAT SERVICE SO MADE SHALL BE EXCLUSIVEDEEMED COMPLETED UPON THE EARLIER OF SUCH APPLICANT'S ACTUAL RECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN THE UNITED STATES MAILS, UNLESS WAIVED PROPER POSTAGE PREPAID. (b) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY RZB AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OR ARBITRATION, EACH APPLICANT AND GE CAPITAL WAIVES ALL RIGHTS TO TRIAL BY JURY IN WRITINGANY ACTION, WITH RESPECT TO ANY ACTION SUIT OR PROCEEDING BROUGHT BY IT AGAINST RZB. NOTHING HEREIN SHALL LIMIT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RIGHT OF RZB TO BRING PROCEEDINGS AGAINST OBLIGOR RELATIONSHIP ESTABLISHED AMONG THEM IN THE COURTS OF ANY OTHER JURISDICTION. OBLIGOR AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO CONNECTION WITH THIS AGREEMENT AND, TO AND THE MAXIMUM EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT TO STAY OTHER LOAN DOCUMENTS OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENSTRANSACTIONS RELATED THERETO. c. Obligor waives personal service (c) Each Credit and this Agreement shall be subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision) International Chamber of process Commerce Publication No. 500, or the most recent revision thereof (the "UCP"), the terms of which are known to us, and consents that service the same shall be considered as incorporated herein. Solely for purposes of process upon it may be made by certified or registered mail, return receipt requested, directed interpreting the UCP's application to Obligor at its address last specified for notices this Agreement and Credits issued hereunder, and service so made Issuer shall be deemed completed five days after to be a "bank" as such term is used in the same shall have been so mailedUCP.

Governing Law; Jurisdiction; Certain Waivers. a. (a) This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws that would result in the application of the laws of another jurisdiction, and Bank shall have the rights and remedies of a secured party under applicable law, including, but not limited to, the Code. (b) APPLICANT AGREES THAT ALL ACTIONS AND PROCEEDINGS RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT SHALL BE CONSTRUED LITIGATED ONLY IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF COURTS LOCATED WITHIN THE STATE OF NEW YORK, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW. b. OBLIGOR HEREBY AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST OBLIGOR WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN TXX XXXXXX XX XXX XXXXX XX XXX XXXX IN THE CITY AND COUNTY OF NEW YORK OR ELSEWHERE AS BANK MAY SELECT AND THAT SUCH COURTS ARE CONVENIENT FORUMS THEREFOR AND SUBMITS TO THE PERSONAL JURISDICTION OF THE UNITED STATES SUCH COURTS. (c) APPLICANT WAIVES PERSONAL SERVICE OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS RZB MAY ELECT, AND, BY EXECUTION AND DELIVERY HEREOF, OBLIGOR ACCEPTS PROCESS UPON IT AND CONSENTS TOTHAT ANY SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO APPLICANT AT ITS ADDRESS LAST SPECIFIED FOR ITSELF NOTICES HEREUNDER, AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND AGREES THAT SUCH JURISDICTION SERVICE SO MADE SHALL BE EXCLUSIVE, UNLESS WAIVED DEEMED COMPLETED 5 DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. (d) APPLICANT AND BANK WAIVE THE RIGHT TO TRIAL BY RZB JURY IN WRITING, WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT BY IT AGAINST RZB. NOTHING HEREIN SHALL LIMIT THE RIGHT BETWEEN THEM BASED UPON, ARISING OUT OF RZB TO BRING PROCEEDINGS AGAINST OBLIGOR OR IN THE COURTS OF ANY OTHER JURISDICTION. OBLIGOR AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY WAY CONNECTED TO THIS AGREEMENT ANDAGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WAIVES CREDIT OR ANY RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENSTRANSACTION CONTEMPLATED HEREBY. c. Obligor (e) Applicant waives personal the right to assert in any action or proceeding with regard to this Agreement or any of the Obligations any offsets or counterclaims which it may have. (f) Applicant has irrevocably appointed the Process Agent set forth in the Addendum to accept on behalf of Applicant and its property, service of copies of the summons and complaint and any other process which may be served in any proceeding. Applicant shall deliver to Bank evidence of such agent’s acceptance of such appointment. If the Process Agent shall cease to act, Applicant agrees that it shall irrevocably appoint without delay another agent satisfactory to Bank and consents that shall deliver evidence of such agent’s acceptance of such appointment to Bank. Such service of process upon it may be made by certified mailing or registered maildelivering a copy of such process to Applicant in care of the Process Agent at the Process Agent’s address set forth in the Addendum, return receipt requested, directed and Applicant hereby irrevocably authorizes and directs the Process Agent to Obligor accept such service. Applicant also irrevocably consents to the service of any and all process in any proceeding by the mailing of copies of such process to Applicant at its address last specified for notices set forth below. Applicant agrees that nothing in this Agreement shall affect the right of Bank to serve legal process in any other manner permitted by law or affect the right of Bank to bring any action or proceeding against Applicant or any of its property in the courts of any other jurisdiction. (g) To the extent that Applicant has or hereafter may acquire any immunity from suit, jurisdiction of any court or any legal process (whether through attachment prior to judgment, attachment in aid of execution, execution of a judgment, or from any other legal process or remedy) with respect to itself or its property, Applicant hereby irrevocably waives such immunity in respect of its obligations hereunder, and service so made shall be deemed completed five days after the same shall have been so mailed.

Governing Law; Jurisdiction; Certain Waivers. a. (a) This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of California, and with respect to all security interests granted in connection herewith, GE Capital and Issuer shall have the rights and remedies of a secured party under applicable law, including but not limited to the Uniform Commercial Code of California. (b) APPLICANT AGREES THAT ALL ACTIONS AND PROCEEDINGS RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT SHALL BE CONSTRUED LITIGATED ONLY IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF COURTS LOCATED WITHIN THE STATE OF NEW YORKCALIFORNIA AND THAT SUCH COURTS ARE CONVENIENT FORUMS THEREFOR, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS AND APPLICANT SUBMITS TO THE PERSONAL JURISDICTION OF LAWSUCH COURTS. b. OBLIGOR HEREBY AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST OBLIGOR WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN TXX XXXXXX XX XXX XXXXX XX XXX XXXX IN THE CITY OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS RZB MAY ELECT, AND, BY EXECUTION AND DELIVERY HEREOF, OBLIGOR ACCEPTS AND CONSENTS TO, FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS WAIVED BY RZB IN WRITING, WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT BY IT AGAINST RZB. NOTHING HEREIN SHALL LIMIT THE RIGHT OF RZB TO BRING PROCEEDINGS AGAINST OBLIGOR IN THE COURTS OF ANY OTHER JURISDICTION. OBLIGOR AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THIS AGREEMENT AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. c. Obligor (c) Applicant waives personal service of process upon it and consents that any such service of process upon it may be made by certified or registered mail, return receipt requested, directed to Obligor Applicant at its address last specified for notices hereunder, and service so made shall be deemed completed five two (2) days after the same shall have been so mailed. (d) APPLICANT WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BETWEEN IT AND GE CAPITAL OR ISSUER AND WAIVES THE RIGHT TO ASSERT IN ANY ACTION OR PROCEEDING WITH REGARD TO THIS AGREEMENT OR ANY OF THE OBLIGATIONS ANY OFFSETS OR COUNTERCLAIMS WHICH IT MAY HAVE. (e) Each Credit and this Agreement shall be subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision) International Chamber of Commerce Publication No. 500, or the most recent revision thereof (the “UCP”), the terms of which are known to us, and the same shall be considered as incorporated herein. Solely for purposes of interpreting the UCP’s application to this Agreement and Credits issued hereunder, Issuer shall be deemed to be a “bank” as such term is used in the UCP.

Governing Law; Jurisdiction; Certain Waivers. a. (a) THIS AGREEMENT INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORKYORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW. b. OBLIGOR HEREBY AGREES THAT AND ANY LEGAL ACTION OR PROCEEDING AGAINST OBLIGOR WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN TXX XXXXXX XX XXX XXXXX XX XXX XXXX IN THE CITY OF NEW YORK OR APPLICABLE LAWS OF THE UNITED STATES OF AMERICA FOR AND WITH RESPECT TO ALL SECURITY INTERESTS GRANTED IN CONNECTION HEREWITH, GE CAPITAL SHALL HAVE THE SOUTHERN DISTRICT RIGHTS AND REMEDIES OF A SECURED PARTY UNDER APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO THE UNIFORM COMMERCIAL CODE OF NEW YORK. EACH APPLICANT HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG APPLICANT AND GE CAPITAL PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, PROVIDED, THAT GE CAPITAL AND APPLICANT ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK AS RZB MAY ELECTCOUNTY, AND, BY EXECUTION AND DELIVERY HEREOFPROVIDED, OBLIGOR ACCEPTS FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE GE CAPITAL FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF GE CAPITAL. EACH APPLICANT EXPRESSLY SUBMITS AND CONSENTS TOIN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, FOR ITSELF AND IN RESPECT EACH APPLICANT HEREBY WAIVES ANY OBJECTION THAT SUCH APPLICANT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH APPLICANT HEREBY WAIVES PERSONAL SERVICE OF THE AFORESAID COURTS SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH JURISDICTION SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH APPLICANT AT THE ADDRESSES SET FORTH IN ANNEX I OF THE CREDIT AGREEMENT AND THAT SERVICE SO MADE SHALL BE EXCLUSIVEDEEMED COMPLETED UPON THE EARLIER OF SUCH APPLICANT'S ACTUAL RECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN THE UNITED STATES MAILS, UNLESS WAIVED PROPER POSTAGE PREPAID. (b) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY RZB AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OR ARBITRATION, EACH APPLICANT AND GE CAPITAL WAIVES ALL RIGHTS TO TRIAL BY JURY IN WRITINGANY ACTION, WITH RESPECT TO ANY ACTION SUIT OR PROCEEDING BROUGHT BY IT AGAINST RZB. NOTHING HEREIN SHALL LIMIT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RIGHT OF RZB TO BRING PROCEEDINGS AGAINST OBLIGOR RELATIONSHIP ESTABLISHED AMONG THEM IN THE COURTS OF ANY OTHER JURISDICTION. OBLIGOR AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO CONNECTION WITH THIS AGREEMENT AND, TO AND THE MAXIMUM EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT TO STAY OTHER LOAN DOCUMENTS OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENSTRANSACTIONS RELATED THERETO. c. Obligor waives personal service (c) This Agreement supplements the Loan Documents, including those provisions relating to Letter of process Credit Obligations and, except as expressly provided herein to the contrary, this Agreement does not supersede the Loan Documents. (d) Each Credit and consents that service this Agreement shall be subject to the International Standby Practices, International Chamber of process upon it may be made Commerce Publication No. 590 ("ISP 98") and the same are incorporated herein by certified or registered mailreference. Applicant is responsible for knowing applicable letter of credit law and practice, return receipt requested, directed including ISP 98. Solely for purposes of interpreting the ISP 98's application to Obligor at its address last specified for notices this Agreement and Credits issued hereunder, and service so made GE Capital shall be deemed completed five days after to be a "bank" as such term is used in ISP 98. To the same extent permitted by applicable law, this Agreement shall have been so mailedprevail in case of a conflict with applicable law or ISP 98, and ISP 98 shall prevail in case of a conflict with applicable law.