N.Y. U.C.C. 5-116

Section 5--116. Choice of law and forum.\n (a) The liability of an issuer, nominated person, or adviser for\naction or omission is governed by the law of the jurisdiction chosen by\nan agreement in the form of a record signed by the affected parties or\nby a provision in the person's letter of credit, confirmation, or other\nundertaking. The jurisdiction whose law is chosen need not bear any\nrelation to the transaction.\n (b) Unless subsection (a) of this section applies, the liability of an\nissuer, nominated person, or adviser for action or omission is governed\nby the law of the jurisdiction in which the person is located. The\nperson is considered to be located at the address indicated in the\nperson's undertaking. If more than one address is indicated, the person\nis considered to be located at the address from which the person's\nundertaking was issued. For the purpose of jurisdiction, choice of law,\nand recognition of interbranch letters of credit, but not enforcement of\na judgment, all branches of a bank are considered separate juridical\nentities and a bank is considered to be located at the place where its\nrelevant branch is considered to be located under subsection (c).\n (c) A branch of a bank is considered to be located at the address\nindicated in the branch's undertaking. If more than one address is\nindicated, the branch is considered to be located at the address from\nwhich the undertaking was issued.\n (d) Except as otherwise provided in this subsection, the liability of\nan issuer, nominated person, or adviser is governed by any rules of\ncustom or practice, such as the uniform customs and practice for\ndocumentary credits, to which the letter of credit, confirmation, or\nother undertaking is expressly made subject. If (1) this article would\ngovern the liability of an issuer, nominated person, or adviser under\nsubsection (a) or (b) of this section, (2) the relevant undertaking\nincorporates rules of custom or practice, and (3) there is conflict\nbetween this article and those rules as applied to that undertaking,\nthose rules govern except to the extent of any conflict with the\nnonvariable provisions specified in subsection (c) of section 5--103.\n (e) If there is conflict between this article and article 3, 4, 4-A or\n9, this article governs.\n (f) The forum for settling disputes arising out of an undertaking\nwithin this article may be chosen in the manner and with the binding\neffect that governing law may be chosen in accordance with subsection\n(a) of this section.\n