BY THEIR NATURE CANNOT BE SATISFIED BY PAYMENT AT SUCH TIME)
AND (B) EITHER (I) EXPIRATION OF THE TERM OF THE CREDIT AGREEMENT OR
(II) TERMINATION OF THE OBLIGATION OF ANY CREDIT FACILITY LENDER AND NON-LENDER
TO MAKE ANY ADVANCES TO OWNER PARTICIPANT PURSUANT
J-17
TO THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT; (II) SHALL BE BINDING UPON
THE OWNER TRUSTEE, ITS SUCCESSORS AND ASSIGNS, AND (III) SHALL INURE, TOGETHER
WITH THE RIGHTS AND REMEDIES OF THE MORTGAGEE HEREUNDER, TO THE BENEFIT OF THE
MORTGAGEE, AND ITS RESPECTIVE SUCCESSORS, TRANSFEREES AND ASSIGNS. THE MORTGAGEE
MAY, BUT SUBJECT TO THE PROVISIONS OF SECTION 14 OF THE CREDIT AGREEMENT, ASSIGN
OR OTHERWISE TRANSFER ITS RIGHTS HEREUNDER OR UNDER THE CREDIT AGREEMENT TO ANY
OTHER PERSON, AND SUCH OTHER PERSON SHALL THEREUPON BECOME VESTED WITH ALL THE
BENEFITS IN RESPECT THEREOF GRANTED TO THE MORTGAGEE HEREIN OR OTHERWISE,
SUBJECT, HOWEVER, TO THE PROVISIONS HEREOF; PROVIDED THAT, AS SOON AS
PRACTICABLE AFTER SUCH ASSIGNMENT OR TRANSFER, MORTGAGEE SHALL NOTIFY THE OWNER
TRUSTEE OF ANY CHANGE IN PAYMENT INSTRUCTIONS NECESSITATED BY SUCH ASSIGNMENT OR
TRANSFER.
SECTION 6.04
GOVERNING LAW; CHOICE OF FORUM; SERVICE OF PROCESS.
(A)
IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE, THIS MORTGAGE AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE,
INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW,
BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES, AND ANY APPLICABLE
LAWS OF THE UNITED STATES OF AMERICA.
ANY INTEREST CREATED BY THIS MORTGAGE
HEREIN IS EFFECTIVE TO CONSTITUTE AN "INTERNATIONAL INTEREST" WITHIN THE MEANING
OF THE CAPE TOWN CONVENTION AND IS LEGALLY SUFFICIENT UNDER APPLICABLE LAW TO
CREATE VALID AND ENFORCEABLE RIGHTS, OBLIGATIONS AND INTERESTS OF THE TYPE IT
PURPORTS TO CREATE.
(B)
BORROWER HEREBY CONSENTS AND AGREES, PURSUANT TO SECTION 5-1402 OF
THE NEW YORK GENERAL OBLIGATIONS LAW, THAT THE STATE OR FEDERAL COURTS LOCATED
IN THE STATE OF NEW YORK AND SITTING IN THE COUNTY OF NEW YORK OR SOUTHERN
DISTRICT OF NEW YORK, RESPECTIVELY, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR
AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWER AND MORTGAGEE PERTAINING
TO THIS MORTGAGE OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS MORTGAGE OR
ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT MORTGAGEE AND BORROWER
ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF COUNTY OF NEW YORK OR SOUTHERN DISTRICT OF NEW YORK; AND
FURTHER PROVIDED, THAT NOTHING IN THIS MORTGAGE SHALL BE DEEMED OR OPERATE TO
PRECLUDE MORTGAGEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER
JURISDICTION TO COLLECT THE OBLIGATIONS DUE UNDER THE CREDIT FACILITY, TO
REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR SUCH OBLIGATIONS, OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF MORTGAGEE. BORROWER
EXPRESSLY SUBMITS AND CONSENTS TO