Common use of New York Law Clause in Contracts

New York Law. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THE LOAN DOCUMENTS AND THE OBLIGATIONS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. DEBTOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN XXX XXXX XXXXXX, XXXX XX XXX XXXX, XXX XXXX SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE DEBTOR AND SECURED PARTY PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED THAT DEBTOR AND SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY AND; PROVIDED, FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE SECURED PARTY 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 SECURED PARTY. DEBTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND DEBTOR HEREBY WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. DEBTOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO DEBTOR AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF DEBTOR’S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE UNITED STATES MAILS, PROPER POSTAGE PREPAID.

New York Law. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY THE INTERPRETATION, ENFORCEMENT AND EFFECT OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCETHIS AGREEMENT, THE LOAN LOANS AND ANY AGREEMENTS, CONTRACTS, INDENTURES, DOCUMENTS AND THE OBLIGATIONS OR INSTRUMENTS DELIVERED IN ACCORDANCE HEREWITH, SHALL BE GOVERNED BY, AND CONTROLLED IN ALL RESPECTS BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, ACCORDING TO THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE YORK, TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS THE JURISDICTION OF WHOSE COURTS THE UNITED STATES OF AMERICAPARTIES HERETO HEREBY AGREE TO SUBMIT. DEBTOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN XXX XXXX XXXXXX, XXXX XX XXX XXXX, XXX XXXX SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE DEBTOR AND SECURED PARTY PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED THAT DEBTOR AND SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY AND; PROVIDED, FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE SECURED PARTY 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 SECURED PARTY. DEBTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND DEBTOR HEREBY BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON ON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS CONVENIENS, WITH REGARD TO ANY ACTIONS, CLAIMS, DISPUTES OR PROCEEDINGS RELATING TO THIS AGREEMENT, THE GRANTING NOTE OR ANY OTHER DOCUMENT DELIVERED HEREUNDER OR IN CONNECTION HEREWITH, OR ANY TRANSACTION ARISING FROM OR CONNECTED TO ANY OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURTTHE FOREGOING. DEBTOR HEREBY BORROWER WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT, AND CONSENTS TO ALL SUCH SERVICE OF PROCESS MADE BY MAIL OR BY MESSENGER DIRECTED TO IT AT THE SUMMONS, COMPLAINT AND OTHER ADDRESS SPECIFIED IN THE CREDIT AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS ISSUED IN ANY SUCH ACTION MANNER PERMITTED BY LAW, OR SUIT AND AGREES THAT SERVICE LIMIT THE RIGHT OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED LENDER TO BRING PROCEEDINGS AGAINST BORROWER OR CERTIFIED MAIL ADDRESSED TO DEBTOR AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF DEBTOR’S ACTUAL RECEIPT THEREOF ITS PROPERTY OR THREE (3) DAYS AFTER DEPOSIT ASSETS IN THE UNITED STATES MAILS, PROPER POSTAGE PREPAIDCOMPETENT COURTS OF ANY OTHER JURISDICTION OR JURISDICTIONS.

New York Law. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN TRANSACTION DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THE LOAN TRANSACTION DOCUMENTS AND THE OBLIGATIONS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THE DEBTOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN XXX XXXX XXXXXX, XXXX XX XXX XXXX, XXX XXXX SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE DEBTOR AND SECURED PARTY THE COLLATERAL AGENT PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN TRANSACTION DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN TRANSACTION DOCUMENTS; PROVIDED THAT THE DEBTOR AND SECURED PARTY THE COLLATERAL AGENT ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY AND; PROVIDED, FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE SECURED PARTY THE COLLATERAL AGENT 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 SECURED PARTYTHE COLLATERAL AGENT. THE DEBTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND THE DEBTOR HEREBY WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. THE DEBTOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE DEBTOR AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE DEBTOR’S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE UNITED STATES MAILS, PROPER POSTAGE PREPAID.

New York Law. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THE LOAN DOCUMENTS Submission to Jurisdiction; Waiver of Immunities; Waiver of Jury Trial; Service of Process; Currency. (a) THIS AGREEMENT AND THE OBLIGATIONS NOTES SHALL BE GOVERNED BY, BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE YORK, WITHOUT GIVING ANY EFFECT TO CONTRACTS MADE AND PERFORMED IN ANY PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT STATE AND ANY APPLICABLE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION IS REQUIRED THEREBY. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF AMERICA. DEBTOR HEREBY CONSENTS NEW YORK AND AGREES THAT THE OF ANY NEW YORK STATE OR FEDERAL COURTS LOCATED COURT SITTING IN XXX XXXX XXXXXX, XXXX XX XXX XXXX, XXX XXXX SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE DEBTOR AND SECURED PARTY PERTAINING TO THIS AGREEMENT OR ANY NEW YORK CITY FOR PURPOSES OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED THAT DEBTOR FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND SECURED PARTY ACKNOWLEDGE THAT ALL CLAIMS OF IMMUNITY AND ANY APPEALS FROM THOSE COURTS OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY AND; PROVIDED, FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED PERSONAL JURISDICTION OR OPERATE TO PRECLUDE SECURED PARTY 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 SECURED PARTY. DEBTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED VENUE IN ANY SUCH COURT, PROCEEDING BROUGHT IN SUCH A COURT AND DEBTOR ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS ALL RIGHT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE TRIAL BY SUCH COURT. DEBTOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED JURY IN ANY SUCH ACTION LEGAL PROCEEDING ARISING OUT OF OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONSRELATING TO THIS AGREEMENT OR THE OTHER FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. (b) The Obligors and the Guarantor hereby agree that service of all writs, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO DEBTOR AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF DEBTOR’S ACTUAL RECEIPT THEREOF OR THREE process and summonses in any proceeding brought against them relating to this Agreement or any other Financing Documents in the State of New York may be made upon Corporation Service Company, presently located at 500 Central Avenue, Albany, New York 12206 (3the "Process Xxxxx"), xxx xxx Xxxxxxxx xxx xxx Xxxxxxxxr hereby irrevocably appoint the Process Agent as their agent and true and lawful attorney-in-fact in their names, places and steads to accept such service of any and all such writs, process and summonses, and agree that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. The Obligors and the Guarantor agree to maintain at all times an agent with an office in New York to act as Process Agent as aforesaid. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process and summonses in any other manner permitted by applicable law. (c) DAYS AFTER DEPOSIT IN THE UNITED STATES MAILSIf for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder or under the Notes from one currency into another currency, PROPER POSTAGE PREPAIDthe Obligors and the Holders agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, the Holders could purchase the first currency with such other currency in the city that is the principal financial center of the country of issue of the first currency on the day two Business Days preceding the day on which final judgment is given. (d) To the extent permitted by applicable law, the obligations of the Obligors in respect of any sum payable by it to a Holder shall, notwithstanding any judgment in a currency (the "Judgment Currency") other than dollars, be discharged only to the extent that on the Business Day following receipt by such Holder of any sum adjudged to be so due in the Judgment Currency, such Holder may, in accordance with normal banking procedures, purchase dollars with the Judgment Currency; if the amount of dollars so purchased is less than the sum originally due to the Holder in dollars (determined in the manner set forth in Section 11.6(c) above), the Obligors agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Holder against such loss, and if the amount of dollars so purchased exceeds the sum originally due to the Holder, the Holder agrees to remit to the Obligors such excess, provided that the Holder shall have no obligation to remit any such excess as long as the Obligors shall have failed to pay the Holder any obligations due and payable under this Agreement or the other Financing Documents, in which case such excess may be applied to such obligations of the Obligors, in accordance with the terms of this Agreement or the other Financing Documents.

New York Law. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY SUBMISSION TO JURISDICTION; WAIVER OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THE LOAN DOCUMENTS AND THE OBLIGATIONS JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE YORK. EACH PARTY HERETO HEREBY SUBMITS TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF AMERICA. DEBTOR HEREBY CONSENTS NEW YORK AND AGREES THAT THE OF ANY NEW YORK STATE OR FEDERAL COURTS LOCATED COURT SITTING IN XXX XXXX XXXXXX, XXXX XX XXX XXXX, XXX XXXX SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE DEBTOR AND SECURED PARTY PERTAINING TO THIS AGREEMENT OR ANY NEW YORK CITY FOR PURPOSES OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF AGREEMENT, THE OTHER LOAN DOCUMENTS; PROVIDED THAT DEBTOR AND SECURED NOTE DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE HERETO IRREVOCABLY WAIVES, TO BE HEARD THE FULLEST EXTENT PERMITTED BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY AND; PROVIDEDLAW, FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE SECURED PARTY 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 SECURED PARTY. DEBTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND DEBTOR HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. DEBTOR HEREBY WAIVES PERSONAL SERVICE LAYING OF THE SUMMONS, COMPLAINT VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND OTHER PROCESS ISSUED ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUCH ACTION LEGAL PROCEEDING ARISING OUT OF OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONSRELATING TO THIS AGREEMENT, COMPLAINTS AND THE OTHER PROCESS MAY BE MADE BY REGISTERED NOTE DOCUMENTS OR CERTIFIED MAIL ADDRESSED TO DEBTOR AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF DEBTOR’S ACTUAL RECEIPT THEREOF TRANSACTIONS CONTEMPLATED HEREBY OR THREE (3) DAYS AFTER DEPOSIT IN THE UNITED STATES MAILS, PROPER POSTAGE PREPAIDTHEREBY.

New York Law. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY THE INTERPRETATION, ENFORCEMENT AND EFFECT OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCETHIS ------------ AGREEMENT, THE LOAN LOANS AND ANY AGREEMENTS, CONTRACTS, INDENTURES, DOCUMENTS AND THE OBLIGATIONS OR INSTRUMENTS DELIVERED IN ACCORDANCE HEREWITH, SHALL BE GOVERNED BY, AND CONTROLLED IN ALL RESPECTS BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, ACCORDING TO THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE YORK, TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS THE JURISDICTION OF WHOSE COURTS THE UNITED STATES OF AMERICAPARTIES HERETO HEREBY AGREE TO SUBMIT. DEBTOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN XXX XXXX XXXXXX, XXXX XX XXX XXXX, XXX XXXX SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE DEBTOR AND SECURED PARTY PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED THAT DEBTOR AND SECURED PARTY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY AND; PROVIDED, FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE SECURED PARTY 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 SECURED PARTY. DEBTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND DEBTOR HEREBY BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON ON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS CONVENIENS, WITH REGARD TO ANY ACTIONS, CLAIMS, DISPUTES OR PROCEEDINGS RELATING TO THIS AGREEMENT, THE GRANTING NOTE OR ANY OTHER DOCUMENT DELIVERED HEREUNDER OR IN CONNECTION HEREWITH, OR ANY TRANSACTION ARISING FROM OR CONNECTED TO ANY OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURTTHE FOREGOING. DEBTOR HEREBY BORROWER WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT, AND CONSENTS TO ALL SUCH SERVICE OF PROCESS MADE BY MAIL OR BY MESSENGER DIRECTED TO IT AT THE SUMMONS, COMPLAINT AND OTHER ADDRESS SPECIFIED IN THE CREDIT AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS ISSUED IN ANY SUCH ACTION MANNER PERMITTED BY LAW, OR SUIT AND AGREES THAT SERVICE LIMIT THE RIGHT OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED LENDER TO BRING PROCEEDINGS AGAINST BORROWER OR CERTIFIED MAIL ADDRESSED TO DEBTOR AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF DEBTOR’S ACTUAL RECEIPT THEREOF ITS PROPERTY OR THREE (3) DAYS AFTER DEPOSIT ASSETS IN THE UNITED STATES MAILS, PROPER POSTAGE PREPAIDCOMPETENT COURTS OF ANY OTHER JURISDICTION OR JURISDICTIONS.