PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT
OF THE LIEN AND SECURITY INTEREST CREATED PURSUANT HERETO AND PURSUANT TO THE
OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF
THE STATE IN WHICH THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE
FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW
YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN
DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE
FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY
WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS
AGREEMENT AND THE NOTE, AND THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
(B)
ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING
OUT OF OR RELATING TO THIS AGREEMENT MAY AT LENDER'S OPTION BE INSTITUTED IN ANY
FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO
SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY
OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON
CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR
PROCEEDING.
(c)
Borrower does hereby designate and appoint:
Cole Credit Property Trust IV, Inc.
2325 East Camelback Road
Suite 1100
Phoenix, Arizona 85016
Attention: General Counsel, Real Estate
79
as its authorized agent to accept and acknowledge on its behalf service of any
and all process which may be served in any suit, action or proceeding in any
Federal or State court sitting in the State of New York, and agrees that service
of process upon said agent at said address and written notice of said service
mailed or delivered to Borrower in the manner provided herein shall be deemed in
every respect effective service of process upon Borrower, in any such suit,
action or proceeding. Borrower (i) shall give prompt written notice to Lender of
any changed address of its authorized agent hereunder, (ii) may at any time and
from time to time designate a substitute authorized agent and (iii) shall
promptly designate such a substitute if its authorized agent is dissolved
without leaving a successor.
(d)
Borrower irrevocably consents to service of process as set forth in
Section 17.2(c) above and agrees that such service of process shall have the
same force and effect as if served personally upon Borrower within the State.
Further, Borrower acknowledges and agrees that Borrower shall not contest the
validity or legality of service of process upon Borrower in accordance with the
foregoing in any legal proceeding.
Section 17.3
Headings. The Article and/or Section headings in this Agreement
are included herein for convenience of reference only and shall