This excerpt taken from the C 8-K filed Jan 16, 2009.
. THIS MASTER AGREEMENT SHALL BE GOVERNED BY FEDERAL LAW OR, IN THE ABSENCE OF ANY CONTROLLING FEDERAL LAW, THE LAW OF THE STATE OF NEW YORK.
13.11 Submission To Jurisdiction; Waivers. Each Citigroup Ring-Fence Entity hereby irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to this Master Agreement and the other Program Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the United States for the Southern District of New York, and appellate courts thereof; provided that, notwithstanding the foregoing, if there is no basis for federal jurisdiction in respect of any such legal action or proceeding or recognition and enforcement action, then such Citigroup Ring-Fence Entity submits for itself and its property in any such legal action or proceeding or recognition and enforcement action to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan in New York City, and appellate courts thereof;
(b) consents that any such action or proceeding may be brought only in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Citigroup Ring-Fence Entity at its address set forth in Section 13.2 or at such other address of which the U.S. Federal Parties shall have been notified pursuant thereto;
(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law;
(e) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in another jurisdiction by suit on the judgment or in any other matter provided by law; and
(f) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding any special, indirect, exemplary, punitive or consequential damages of any kind whatsoever (including for lost profits).
13.12 Acknowledgements. Each Citigroup Ring-Fence Entity hereby acknowledges that:
(a) the U.S. Federal Parties have no fiduciary relationship with or duty to any Citigroup Ring-Fence Entity arising out of or in connection with this Master Agreement or any of the other Program Documents; and
(b) no joint venture is created hereby or by the other Program Documents or otherwise exists by virtue of the transactions contemplated hereby between the U.S. Federal Parties and any Citigroup Ring-Fence Entity.