Common use of Governing Law; Jurisdiction; Construction Clause in Contracts

Governing Law; Jurisdiction; Construction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to its choice of law provisions. Any judicial proceeding against Pledgor with respect to any of the Secured Obligations, any of the Loan Collateral or this Agreement may be brought in any federal or state court of competent jurisdiction located in the State of New York. By execution and delivery of this Agreement, Pledgor (a) accepts the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any judgment rendered thereby, (b) waives personal service of process, (c) agrees that service of process upon it may be made by certified or registered mail, return receipt requested, pursuant to Section 6.4 hereof, and (d) waives any objection to jurisdiction and venue of any action instituted hereunder and agrees not to assert any defense based on lack of jurisdiction, venue, convenience or forum non conveniens. Nothing shall affect the right of Secured Party or any Lender to serve process in any manner permitted by law or shall limit the right of Secured Party or any Lender to bring proceedings against Pledgor in the courts of any other jurisdiction having jurisdiction. Any judicial proceedings against Secured Party or any Lender, involving, directly or indirectly, the Secured Obligations, Loan Collateral or this Agreement shall be brought only in a federal or state court located in the State of New York. Pledgor acknowledges that it participated in the negotiation and drafting of this Agreement and that, accordingly, it shall not move or petition a court construing this Agreement to construe it more stringently against one party than against any other.

Governing Law; Jurisdiction; Construction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York Maryland without giving effect to its choice of law provisions. Any judicial proceeding against Pledgor Subordinated Lender or Obligor with respect to any of this Agreement, the Secured Obligations, any of the Loan Collateral Document or this Agreement any related agreement may be brought in any federal or state court of competent jurisdiction located in the State of New YorkMaryland. By execution and delivery of this Agreementeach Loan Document to which it is a party, Pledgor Subordinated Lender and Obligor each (ai) accepts the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any judgment rendered thereby, (bii) waives personal service of process, (ciii) agrees that service of process upon it may be made by certified or registered mail, return receipt requested, pursuant to Section 6.4 15 hereof, and (div) waives any objection to jurisdiction and venue of any action instituted hereunder and agrees not to assert any defense based on lack of jurisdiction, venue, convenience jurisdiction or forum non conveniensvenue or convenience. Nothing shall affect the right of Secured Party or any Senior Lender to serve process in any manner permitted by law or shall limit the right of Secured Party or any Senior Lender to bring proceedings against Pledgor Obligor in the courts of any other jurisdiction having jurisdiction. Any judicial proceedings against Secured Party or any Lender, Senior Lender involving, directly or indirectly, this Agreement, the Secured Obligations, any Loan Collateral Document or this Agreement any related agreement shall be brought only in a federal or state court located in the State of New YorkMaryland. Pledgor acknowledges All parties acknowledge that it they participated in the negotiation and drafting of this Agreement and that, accordingly, it no party shall not move or petition a court construing this Agreement to construe it more stringently against one party than against any other.

Governing Law; Jurisdiction; Construction. This Agreement shall agreement and all issues relating to the validity, interpretation, and performance of this agreement will be governed by by, interpreted, and construed in accordance with enforced under the internal laws of the State of New York Delaware, without giving effect to its choice of law provisions. Any judicial proceeding against Pledgor with respect regard to any conflicts of laws principles thereof that might require the application of the Secured Obligations, law of another jurisdiction. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this agreement or the Loan Collateral matters contemplated by this agreement exclusively in the United States District Court for the District of Delaware or this Agreement may be brought in any federal or state court the Courts of competent jurisdiction located in the State of New York. By execution Delaware (collectively, the “Chosen Courts”), and delivery solely in connection with claims arising out of or related to this Agreement, Pledgor agreement or the matters contemplated by this agreement (ai) accepts irrevocably submits to the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any judgment rendered therebyChosen Courts, (bii) waives personal service of processany objection to laying venue in any such action or proceeding in the Chosen Courts, (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon it may such party in any such action or proceeding shall be made by certified or registered mail, return receipt requested, pursuant to Section 6.4 hereof, and (d) waives any objection to jurisdiction and venue of any action instituted hereunder and agrees not to assert any defense based on lack of jurisdiction, venue, convenience or forum non conveniens. Nothing shall affect the right of Secured Party or any Lender to serve process effective if given in any manner permitted by law (whether within or without the State of Delaware) or if notice is given in accordance with Section 12(d). However, the foregoing shall not limit the right of Secured Party or any Lender party to bring proceedings against Pledgor in the courts (i) seek enforcement of any other judgment or order of a Chosen Court in any jurisdiction having jurisdictionor (ii) bring an action or proceeding in any jurisdiction against a party that sought to avoid or defeat the jurisdiction of a Chosen Court. Any judicial proceedings against Secured Party Each party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or any Lender, involving, directly relating to this agreement or indirectly, the Secured Obligations, Loan Collateral or matters contemplated by this Agreement shall be brought only in a federal or state court located in the State of New Yorkagreement. Pledgor acknowledges that it The parties hereto participated jointly in the negotiation and drafting preparation of this Agreement agreement, and that, accordinglyeach party has been represented by legal counsel in connection with the negotiation and preparation of this agreement. Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of any party. This agreement shall be construed as if the parties jointly prepared this agreement, and any uncertainty or ambiguity shall not move or petition a court construing this Agreement to construe it more stringently be interpreted against one party than against any and in favor of the other.

Governing Law; Jurisdiction; Construction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York Maryland without giving effect to its choice of law provisions. Any judicial proceeding against Pledgor the Creditor or the Company with respect to any of Subordinated Debt and/or the Secured ObligationsSubordinated Note, any of the Loan Collateral Documents or this Agreement may be brought in any federal or state court of competent jurisdiction located in the State of New YorkMaryland. By execution and delivery of this Agreement, Pledgor the Creditor and the Company each (a) accepts the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any judgment rendered thereby, (b) waives personal service of process, (c) agrees that service of process upon it may be made by certified or registered mail, return receipt requested, pursuant to Section 6.4 17 hereof, and (d) waives any objection to jurisdiction and venue of any action instituted hereunder and agrees not to assert any defense based on lack of jurisdiction, venue, convenience or forum non conveniens. Nothing shall affect the right of Secured Party or any the Lender to serve process in any manner permitted by law or shall limit the right of Secured Party or any the Lender to bring proceedings against Pledgor the Creditor or Company in the courts of any other jurisdiction having jurisdiction. Any judicial proceedings against Secured Party or any the Lender, involving, directly or indirectly, the Secured ObligationsSubordinated Debt and/or Subordinated Note, Loan Collateral Documents, or this Agreement shall be brought only in a federal or state court located in the State of New YorkMaryland. Pledgor Each of the Creditor and the Company acknowledges that it participated in the negotiation and drafting of this Agreement and that, accordingly, it shall not move or petition a court construing this Agreement to construe it more stringently against one party than against any other.

Governing Law; Jurisdiction; Construction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York Maryland without giving effect to its choice of law provisions. Any judicial proceeding against Pledgor Guarantor with respect to any of the Secured Guaranteed Obligations, any of the Loan Collateral or this Agreement may be brought in any federal or state court of competent jurisdiction located in the State of New YorkMaryland. By execution and delivery of this Agreement, Pledgor Guarantor (a) accepts the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any judgment rendered thereby, (b) waives personal service of process, (c) agrees that service of process upon it may be made by certified or registered mail, return receipt requested, pursuant to Section 6.4 5.4 hereof, and (d) waives any objection to jurisdiction and venue of any action instituted hereunder and agrees not to assert any defense based on lack of jurisdiction, venue, convenience or forum non conveniens. Nothing shall affect the right of Secured Party or any Lender to serve process in any manner permitted by law or shall limit the right of Secured Party or any Lender to bring proceedings against Pledgor Guarantor in the courts of any other jurisdiction having jurisdiction. Any judicial proceedings against Secured Party or any Lender, involving, directly or indirectly, the Secured Guaranteed Obligations, Loan Collateral or this Agreement shall be brought only in a federal or state court located in the State of New YorkMaryland. Pledgor Guarantor acknowledges that it participated in the negotiation and drafting of this Agreement and that, accordingly, it shall not move or petition a court construing this Agreement to construe it more stringently against one party than against any other.

Governing Law; Jurisdiction; Construction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York Texas without giving effect to its choice of law provisions. Any judicial proceeding against Pledgor Guarantor with respect to any of the Secured Obligations, any of the Loan Collateral Guaranteed Obligations or this Agreement may be brought in any federal or state court of competent jurisdiction located in the State of New YorkTexas. By execution and delivery of this Agreement, Pledgor Guarantor (a) accepts the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any judgment rendered thereby, (b) waives personal service of process, (c) agrees that service of process upon it Guarantor may be made by certified or registered mail, return receipt requested, pursuant to Section 6.4 5.4 hereof, and (d) waives any objection to jurisdiction and venue of any action instituted hereunder and agrees not to assert any defense based on lack of jurisdiction, venue, convenience or forum non conveniens. Nothing shall affect the right of Secured Party or any Lender CIT to serve process in any manner permitted by law or shall limit the right of Secured Party or any Lender CIT to bring proceedings against Pledgor Guarantor in the courts of any other jurisdiction having jurisdiction. Any judicial proceedings against Secured Party or any LenderCIT, involving, directly or indirectly, the Secured Guaranteed Obligations, Loan Collateral or this Agreement shall be brought only in a federal or state court located in the State of New YorkTexas. Pledgor Guarantor acknowledges that it Guarantor's participated in the negotiation and drafting of this Agreement and that, accordingly, it Guarantor shall not move or petition a court construing this Agreement to construe it more stringently against one party than against any other.

Governing Law; Jurisdiction; Construction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to its choice of law provisions. Any judicial proceeding against Pledgor the Manager or the Company with respect to any of the Secured ObligationsFees or the Management Fee Provision, any of the Loan Collateral Security Documents or this Agreement may be brought in any federal or state court of competent jurisdiction located in the State of New York. By execution and delivery of this Agreement, Pledgor the Manager and the Company each (a) accepts the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any judgment rendered thereby, (b) waives personal service of process, (c) agrees that service of process upon it may be made by certified or registered mail, return receipt requested, pursuant to Section 6.4 17 hereof, and (d) waives any objection to jurisdiction and venue of any action instituted hereunder and agrees not to assert any defense based on lack of jurisdiction, venue, convenience or forum non conveniens. Nothing shall affect the right of Secured Party or any Lender the Manager, the Company, the Seller to serve process in any manner permitted by law or shall limit the right of Secured Party or any Lender the Seller to bring proceedings against Pledgor the Manager or Company in the courts of any other jurisdiction having jurisdiction. Any judicial proceedings against Secured Party or any Lenderthe Seller, involving, directly or indirectly, the Secured ObligationsFees and/or the Management Fee Provision, Loan Collateral Security Documents or this Agreement shall be brought only in a federal or state court located in the State of New York. Pledgor Each of the Seller, the Manager and the Company acknowledges that it participated in the negotiation and drafting of this Agreement and that, accordingly, it shall not move or petition a court construing this Agreement to construe it more stringently against one party than against any other.

Governing Law; Jurisdiction; Construction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York Texas without giving effect to its choice of law provisions. Any judicial proceeding against Pledgor Guarantor with respect to any of the Secured Obligations, any of the Loan Collateral Guaranteed Obligations or this Agreement may be brought in any federal or state court of competent jurisdiction located in the State of New YorkTexas. By execution and delivery of this Agreement, Pledgor Guarantor (a) accepts the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any judgment rendered thereby, (b) waives personal service of process, (c) agrees that service of process upon it Guarantor may be made by certified or registered mail, return receipt requested, pursuant to Section 6.4 5.4 hereof, and (d) waives any objection to jurisdiction and venue of any action instituted hereunder and agrees not to assert any defense based on lack of jurisdiction, venue, convenience or forum non conveniens. Nothing shall affect the right of Secured Party or any Lender Agent to serve process in any manner permitted by law or shall limit the right of Secured Party or any Lender Agent to bring proceedings against Pledgor Guarantor in the courts of any other jurisdiction having jurisdiction. Any judicial proceedings against Secured Party Agent or any Lender, Lenders involving, directly or indirectly, the Secured Guaranteed Obligations, Loan Collateral or this Agreement shall be brought only in a federal or state court located in the State of New YorkTexas. Pledgor Guarantor acknowledges that it Guarantor participated in the negotiation and drafting of this Agreement and that, accordingly, it Guarantor shall not move or petition a court construing this Agreement to construe it more stringently against one party than against any other.

Governing Law; Jurisdiction; Construction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to its choice of law provisionsprovisions (other than Section 5-1401 of the New York General Obligation Law). Any judicial proceeding brought by or against Pledgor with respect to any of the Secured Obligations, Obligations or any of the Loan Collateral rights or security interests or Liens created hereunder, this Agreement or any related agreement may be brought in any federal or state court of competent jurisdiction located in the State of New York. By , and, by execution and delivery of this Agreement, Pledgor (a) accepts for itself and in connection with its properties generally and unconditionally the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any judgment rendered therebythereby in connection with this Agreement, (b) the Guaranty and/or any of the Loan Documents or any such other agreement. Pledgor hereby waives personal service of process, (c) process and agrees that service of process upon it may be made by certified or registered mail, return receipt requested, pursuant to Section 6.4 hereofat its address specified or determined in accordance with SECTION 8.3, and service so made shall be deemed completed on the third (d3rd) waives any objection to jurisdiction and venue of any action instituted hereunder and agrees not to assert any defense based on lack of jurisdiction, venue, convenience or forum non conveniensBusiness Day after mailing. Nothing herein shall affect the right of Secured Party or any Lender to serve process in any manner permitted by law or shall limit the right of Secured Party or any Lender to bring proceedings against Pledgor in the courts of any other jurisdiction having jurisdictionjurisdiction over Pledgor. Pledgor waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon FORUM NON CONVENIENS. Any judicial proceedings proceeding by Pledgor against Secured Party or any Lender, involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with the Secured Obligations, Loan Collateral any security interest or Lien created hereunder, the Guaranty, this Agreement or any of the other Loan Documents, shall be brought only in a federal or state court located in the State of New York. Pledgor Each party hereto acknowledges that it both parties participated in the negotiation and drafting of this Agreement and that, accordingly, it neither party shall not move or petition a court construing this Agreement to construe it more stringently against one party than against any the other.

Governing Law; Jurisdiction; Construction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to its choice of law provisions. Any judicial proceeding against Pledgor with respect to any of the Secured Obligations, any of the Loan Collateral or this Agreement may be brought in any federal or state court of competent jurisdiction located in Xxxxxxxxxx County in the State of Maryland or the Borough of Manhattan in the State of New York. By execution and delivery of this Agreement, Pledgor (a) accepts the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any judgment rendered thereby, (b) waives personal service of process, (c) agrees that service of process upon it may be made by certified or registered mail, return receipt requested, pursuant to Section 6.4 hereof, and (d) waives any objection to jurisdiction and venue of any action instituted hereunder and agrees not to assert any defense based on lack of jurisdiction, venue, convenience or forum non conveniens. Nothing shall affect the right of Secured Party or any Lender to serve process in any manner permitted by law or shall limit the right of Secured Party or any Lender to bring proceedings against Pledgor in the courts of any other jurisdiction having jurisdiction. Any judicial proceedings against Secured Party or any Lender, involving, directly or indirectly, the Secured Obligations, Loan Collateral or this Agreement shall be brought only in a federal or state court located in Xxxxxxxxxx County in the State of Maryland or the Borough of Manhattan in the State of New York. Pledgor acknowledges that it participated in the negotiation and drafting of this Agreement and that, accordingly, it shall not move or petition a court construing this Agreement to construe it more stringently against one party than against any other.

Governing Law; Jurisdiction; Construction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to its choice of law provisions. Any judicial proceeding against Pledgor with respect to any of the Secured Obligations, any of the Loan Collateral or this Agreement may be brought in any federal or state court of competent jurisdiction located in the State of New York. By execution and delivery of this Agreement, Pledgor (a) accepts the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any judgment rendered thereby, (b) waives personal service of process, (c) agrees that service of process upon it may be made by certified or registered mail, return receipt requested, pursuant to Section 6.4 hereof, and (d) waives any objection to jurisdiction and venue of any action instituted hereunder and agrees not to assert any defense based on lack of jurisdiction, venue, convenience or forum non conveniens. Nothing shall affect the right of Secured Party or any Lender to serve process in any manner permitted by law or shall limit the right of Secured Party or any Lender to bring proceedings against Pledgor in the courts of any other jurisdiction having jurisdiction. Any judicial proceedings against Secured Party or any Lender, involving, directly or indirectly, the Secured Obligations, Loan Collateral or this Agreement shall be brought only in a federal or state court located in the State of New York. Pledgor acknowledges that it participated in the negotiation and drafting of this Agreement and that, accordingly, it shall not move or petition a court construing this Agreement to construe it more stringently against one party than against any other.