This Line of Credit shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects, including, but not limited to, the legality of the interest charged hereunder, by the statues, laws and decisions of the State of New York.  The exclusive venue and/or jurisdiction for any proceeding that may be brought in connection with this Line of Credit shall be any federal and state court located in New York, New York and each of the parties hereto irrevocably consents to such venue and/or jurisdiction. THE PARTIES HEREBY WAIVEANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING UNDER OR PERTAINING TO THIS LINE OF CREDIT.