AND PERFORMED IN SUCH STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO THE PRINCIPLES
THEREOF REGARDING CONFLICTS OF LAWS, 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 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
G-16
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 SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND BORROWER
HEREBY WAIVES ANY OBJECTION WHICH 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.
BORROWER 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 TO BORROWER AS SET FORTH IN
SECTION 6.2 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE
BORROWER'S ACTUAL RECEIPT THEREOF.
(C)
TO THE EXTENT PERMITTED BY
LAW, IN CONNECTION WITH ANY ACTION OR PROCEEDING, WHETHER BROUGHT IN STATE OR
FEDERAL COURT, BORROWER AND MORTGAGEE EACH HEREBY EXPRESSLY, INTENTIONALLY AND
DELIBERATELY WAIVE ANY RIGHT SUCH PARTY MAY OTHERWISE HAVE TO A TRIAL BY JURY.
(D)
TO THE EXTENT PERMITTED BY
LAW, SERVICE OF PROCESS IN ANY ACTION AGAINST THE BORROWER OR THE MORTGAGEE MAY
BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ITS
ADDRESS INDICATED HEREIN.
(E)
THE BORROWER AGREES THAT ANY
FINAL JUDGMENT RENDERED AGAINST IT IN ANY ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AS TO THE SUBJECT OF SUCH FINAL JUDGMENT AND MAY BE ENFORCED IN OTHER
JURISDICTIONS IN ANY MANNER PROVIDED BY LAW.
Section 6.05
Severability.