It is the express intention of Manager and Owner that all legal actions and proceedings related to this Agreement or to any rights or any relationship between the parties arising therefrom shall be solely and exclusively initiated and maintained in the courts and the laws of the State in which the Project is located, and such laws shall govern the validity, interpretation, construction and performance of this Agreement, excluding any conflict-of-law rules which would direct the application of the law of another jurisdiction. Manager represents that it has qualified to do business in the State in which the Project is located in connection with all actions based on or arising out of this Agreement. Venue for any action brought to enforce this Agreement or collect any sums due under this Agreement shall be in any court of applicable jurisdiction where the Project is located.