How can borrowers determine the applicable governing law and jurisdiction for a non-recourse agreement? - 
Determining the applicable governing law and jurisdiction for a non-recourse agreement depends on various factors, including the parties involved, the location of the collateral, and the terms negotiated between the parties.
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Here are some key considerations to help borrowers determine the applicable governing law and jurisdiction :
1. Jurisdiction Clause :
Non-recourse agreements often include a jurisdiction clause that explicitly states the governing law and jurisdiction. This clause specifies the legal system that will govern the interpretation, enforcement, and resolution of any disputes arising from the agreement. Borrowers should carefully review this clause to determine the intended jurisdiction.
2. Collateral Location :
The jurisdiction where the collateral is located can influence the governing law and jurisdiction. If the collateral is a property, the applicable jurisdiction may be tied to the location of that property. For example, a non-recourse agreement for a real estate property in California may specify that California law governs the agreement and that disputes will be resolved in California courts.
3. Choice of Law :
In some cases, the parties may negotiate and agree upon a specific governing law regardless of the collateral's location. This could be a law that is favorable or commonly used in the industry. For example, parties may choose New York law to govern their non-recourse agreement even if the collateral is located elsewhere.
4. Legal Advice :
Borrowers should consult with legal professionals experienced in commercial transactions and non-recourse agreements. These professionals can provide guidance on the applicable governing law and jurisdiction based on the specific circumstances of the agreement.
5. Conflict of Laws :
In situations where the parties have not explicitly specified the governing law and jurisdiction, or if there is a dispute regarding the applicable law, courts may apply conflict of laws principles. These principles aim to determine the jurisdiction with the closest connection to the agreement and the parties involved. Factors such as the parties' intent, the location of the collateral, the residence or principal place of business of the parties, and the performance of the agreement may be considered in determining the applicable law.
It's important for borrowers to carefully review the non-recourse agreement and seek legal advice to determine the applicable governing law and jurisdiction. Legal professionals with expertise in international or cross-border transactions can provide valuable guidance when dealing with agreements involving parties from different jurisdictions.