Common use of Governing Law and Submission to Jurisdiction Clause in Contracts

Governing Law and Submission to Jurisdiction. This Agreement shall in all respects be governed by and construed in accordance with the internal substantive laws of the State of New York without giving effect to the principles of conflicts of law thereof. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in any New York State or federal court sitting in New York County, New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law and Submission to Jurisdiction. This Termination Agreement and all disputes or controversies arising out of or relating to this Termination Agreement or the transactions contemplated hereby shall in all respects be governed by by, and construed in accordance with with, the internal substantive laws of the State of New York Delaware, without giving effect regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of conflicts the State of law thereofDelaware. Each of the parties Parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Termination Agreement brought by any other party Party or its successors Affiliates against any other Party or assigns its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware, provided that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any New York State such legal action or proceeding may be brought in any federal court sitting located in New York County, New York, and each the State of Delaware. Each of the parties Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Termination Agreement and the transactions contemplated hereby. Each of the parties Parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described aboveabove in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York Delaware as described herein. Each of the parties Parties further agrees that notice as provided for in the Merger Agreement shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Termination Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Termination Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law and Submission to Jurisdiction. (a) This Agreement shall be construed, interpreted and enforced in all respects accordance with, and the respective rights and obligations of the parties shall be governed by and construed in accordance with by, the internal substantive laws of the State of New York Delaware without giving effect to the principles of conflict of laws thereof; provided, however, that this Transaction as it relates to the CCSC Shares, and the parties' rights and obligations relating thereto (collectively, "Japanese Law Issues"), shall be governed by the laws of Japan, without giving effect to the principles of conflicts of laws thereof. (b) The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any federal court or state court sitting in the State of Delaware, this being in addition to any other remedy to which they are entitled at law thereofor in equity subject to the terms hereof. Each In addition, each of the parties hereto: (i) hereby irrevocably agrees that any legal action or proceeding arising out of or relating with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any other another party hereto or its successors or assigns shall may be brought and determined in any New York the Court of Chancery of the State of Delaware or the federal court sitting courts located in New York County, New Yorkthe State of Delaware, and each of the parties party hereto hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out for itself and in respect of or relating its property, generally and unconditionally, to this Agreement and the transactions contemplated hereby. Each exclusive jurisdiction of the parties agrees not to commence any actionaforesaid courts, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York as described herein. Each of the parties hereby and (ii) irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement or the transactions contemplated herebyAgreement, (aA) any claim that it is not personally subject to the jurisdiction of the above-named courts in New York as described herein for any reasonreason other than the failure to lawfully serve process, (bB) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (cC) to the fullest extent permitted by Applicable Law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law and Submission to Jurisdiction. This Agreement shall in all respects be governed by and construed in accordance with the internal substantive laws of the State of New York without giving effect to the principles of conflicts of law thereofTHE TERMS AND PROVISIONS OF THIS SCHEDULE 3 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding arising out of or relating to based upon the terms and provisions of this Agreement brought by any other party SCHEDULE 3 or its successors or assigns shall the transactions contemplated hereby may be brought and determined instituted in any New York State court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or federal court sitting in New York County, New York, hereafter have to the laying of venue of any such proceeding and each of the parties hereby irrevocably (iii) submits to the exclusive jurisdiction of the aforesaid such courts for itself and with respect to its propertyin any such suit, generally and unconditionally, with regard to action or proceeding. The Company has appointed an Authorized Agent upon whom process may be served in any such action or proceeding arising out of or relating to based on this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement SCHEDULE 3 or the transactions contemplated herebyhereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, (a) any claim that it is not personally subject expressly consents to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court in respect of any such action, and waives any other requirements of or from objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service at process and agrees to take any legal and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process commenced upon the Authorized Agent and written notice of such service to the Company shall be deemed, in such courts (whether through every respect, effective service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) process upon the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsCompany.

Governing Law and Submission to Jurisdiction. This Agreement shall in all respects be governed by and construed in accordance with the internal substantive laws of the State of New York Florida without giving effect to the principles of conflicts of law thereof. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in any New York Florida State or federal court sitting in New York Miami-Dade County, New YorkFlorida (or, if such court lacks subject matter jurisdiction, in any appropriate Florida State or federal court), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described aboveabove in Florida, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York Florida as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York Florida as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law and Submission to Jurisdiction. (a) This Agreement Indenture and the Securities shall in all respects be governed by and construed in accordance with the internal substantive laws law of the State of New York without giving effect York. (b) The Company irrevocably submits to the principles non-exclusive jurisdiction of conflicts any New York State or Federal court sitting in The City of law thereofNew York over any suit, action or proceeding arising out of or relating to this Indenture or any Security. Each The Company waives, to the fullest extent permitted by law, any objection which it may have to the laying of the parties irrevocably venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such court has been brought in any inconvenient forum. The Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and may be enforced in the courts of Canada (or any other courts to the jurisdiction of which the Company is subject) by a suit upon such judgment, provided that service of process is effected upon the Company in the manner specified in the following paragraph or as otherwise permitted by law; provided, however, that the Company does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. As long as any of the Securities remain outstanding, the Company will at all times have an authorized agent in the Borough of Manhattan, The City of New York upon whom process may be served in any legal action or proceeding arising out of or relating to this Agreement brought the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Company shall to the extent permitted by any other party or its successors or assigns shall law be brought and determined deemed in every respect effective service of process upon the Company in any New York State such legal action or federal court sitting proceeding. The Company covenants to appoint CT Corporation System as its agent for such purpose, and covenants and agrees that service of process in New York Countyany such legal action or proceeding may be made upon it at the office of such agent at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other address in the Borough of Manhattan, The City of New York, and each of as the parties hereby irrevocably submits Company may designate by written notice to the exclusive jurisdiction of the aforesaid courts for itself and with respect Trustee). The Company hereby consents to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above, other than actions process being served in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company as in effect from time to time pursuant to Section 1.5(b). The Company irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and agrees that such service (i) shall be deemed in every respect effective service of process upon the Company in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (ii) shall, to the fullest extent permitted by law, be taken and held to be a valid personal service upon and personal delivery to the Company. Nothing in this paragraph (b) shall affect the right of the Trustee or (iii) this Agreement, any Holder to serve process in any manner permitted by law or limit the subject matter hereof, may not be enforced right of the Trustee to bring proceedings against the Company in the courts of any jurisdiction or by such courtsjurisdictions.

Governing Law and Submission to Jurisdiction. This Agreement shall in all respects be governed by and construed in accordance with the internal substantive laws of the State of New York Florida without giving effect to the principles of conflicts of law thereof. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in any New York Florida State or federal court sitting in New York CountyFlorida (or, New Yorkif such court lacks subject matter jurisdiction, in any appropriate Florida State or federal court), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described aboveabove in Florida, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York Florida as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York Florida as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law and Submission to Jurisdiction. (a) This Agreement shall and all matters, claims or actions (whether at law, in all respects be governed by and construed equity, in accordance with the internal substantive laws of the State of New York without giving effect to the principles of conflicts of law thereof. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined contract, in any New York State or federal court sitting in New York County, New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim tort or otherwise) based upon, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated herebynegotiation, (a) any claim that it is not personally subject to execution or performance of this Agreement, shall be interpreted and enforced in accordance with, and the jurisdiction respective rights and obligations of the courts parties shall be governed by, the laws of the State of Delaware applicable to contracts executed in New York as described herein for and to be performed entirely within that State, regardless of the laws that might otherwise govern under any reason, applicable conflict of laws principles. (b) that it All matters, claims or its property is exempt actions arising out of or immune from relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any matter, claim or action, any state or federal court within the State of Delaware) and appellate courts therefrom and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such matter, claim or action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such court matter, claim or from any legal process commenced action. The consents to jurisdiction and venue set forth in such courts (whether through this Section 1.6(b) shall not constitute general consents to service of noticeprocess in the State of Delaware, attachment prior shall have no effect for any purpose except as provided in this Section 1.6(b) and shall not be deemed to judgmentconfer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any matter, attachment claim or action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier, with a copy by e-mail, at the address set forth in aid Section 4.1 of execution of judgmentthis Agreement. The parties hereto agree that a final judgment in any such matter, execution of claim or action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or otherwise) and in any other manner provided by applicable Law; provided that, nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. (c) that EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY MATTER, CLAIM OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (iA) the suitNO REPRESENTATIVE, action or proceeding in any such court is brought in an inconvenient forumAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY MATTER, CLAIM OR ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (iiB) the venue of such suitIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, action or proceeding is improper or (iiiC) this AgreementIT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, or the subject matter hereofAMONG OTHER THINGS, may not be enforced in or by such courtsTHE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 1.6(c).

Governing Law and Submission to Jurisdiction. This Agreement shall WITH RESPECT TO SECTION 9 AND SECTION 14, THE GOVERNING LAW OF EACH SUBORDINATED INTERCOMPANY DEBT AGREEMENT SHALL CONTINUE TO APPLY TO SUCH SUBORDINATED INTERCOMPANY DEBT AGREEMENT FOR PURPOSES OF CONSTRUING AND INTERPRETING THE EFFECTS OF THIS AGREEMENT ON SUCH SUBORDINATED INTERCOMPANY DEBT AGREEMENT. EXCEPT WITH RESPECT TO SECTION 9 AND SECTION 14, THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each Obligor irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind or description, whether in all respects be governed by and construed law or equity, whether in accordance with contract, in tort, or otherwise, against the internal substantive laws Collateral Agent or any Related Party of the foregoing in any way relating to this Agreement, any First Lien Document, or any agreement or instrument contemplated hereby or thereby, or the consummation of the transactions contemplated hereby or thereby, in any forum other than the courts of the State of New York without giving effect to the principles of conflicts of law thereof. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in any New York State or federal court sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereby hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the aforesaid such courts for itself and with agrees that all claims in respect to its property, generally and unconditionally, with regard to of any such action action, litigation, or proceeding arising out of or relating may be heard and determined in such New York State court or, to this Agreement and the transactions contemplated herebyfullest extent permitted by Applicable Law, in such federal court. Each of the parties hereto agrees not to commence that a final judgment in any such action, suit litigation, or proceeding relating thereto except shall be conclusive and may be enforced in other jurisdictions by suit on the courts described above, other than actions judgment or in any court of competent jurisdiction other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party may otherwise have to enforce any judgment, decree or award rendered by any such court in the State of New York as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in bring any action or proceeding arising out of or relating to this Agreement against any Obligor or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of its properties in the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsjurisdiction.

Governing Law and Submission to Jurisdiction. This (1) The Agreement shall in all respects is governed by, and is to be governed by construed and construed interpreted in accordance with with, the internal substantive laws Laws applicable in the Province of Québec and the State federal Laws of New York without giving effect to the principles of conflicts of law thereof. Canada applicable therein. (2) Each of the parties Parties irrevocably agrees that submits and attorns to the exclusive jurisdiction of the courts of the Province of Québec (judicial district of Montréal) to determine all issues, whether at law or in equity arising from the Agreement. (3) To the extent permitted by applicable Law, each of the Parties irrevocably waives any objection (including any claim of inconvenient forum) to the venue of any legal action or proceeding arising out of or relating to this the Agreement brought by any other party in the courts of the Province of Québec, or its successors or assigns shall that the subject matter of the Agreement may not be brought and determined enforced in any New York State or federal court sitting in New York County, New Yorkthese courts, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence seek, and hereby waives any actionright to, suit or proceeding relating thereto except in the courts described above, other than actions in judicial review by any court of competent jurisdiction which may be called upon to enforce any judgmentthe judgment of these courts, decree or award rendered by of the substantive merits of any such court in the State of New York as described herein. Each of the parties hereby irrevocably and unconditionally waivessuit, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of proceeding. (4) To the extent a Party has or relating to this Agreement or the transactions contemplated hereby, (a) hereafter may acquire any claim that it is not personally subject to immunity from the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of or notice, attachment prior to judgment, attachment in aid of execution of judgmentexecution, execution of judgment or otherwise) and with respect to itself or its property, that Party irrevocably waives that immunity in respect of its obligations under the Agreement. (c5) Notwithstanding anything herein to the contrary (but without limiting Section 12.8(2)), each of the parties hereto agrees that any claim, controversy or dispute any kind or nature (iwhether based upon contract, tort or otherwise) the suit, action or proceeding against a Financing Source that is in any such court is brought in an inconvenient forum, (ii) way related to this Agreement or any of the venue of such suit, action or proceeding is improper or (iii) transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing or the subject matter hereofFinancing Commitment Letters shall be governed by, may and construed in accordance with, the laws of the State of New York without regard to conflict of law principles (other than sections 5-1401 and 5-1402 of the New York General Obligations Law). (6) Notwithstanding anything herein to the contrary (but without limiting Section 12.8(2)), each of the parties hereto hereby agrees that it will not be enforced bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or by in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement, the Financing Commitment Letters, or any of the transactions contemplated hereby or thereby, including, any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and the appellate courts thereof), and that the provisions immediately below relating to the waiver of jury trial shall apply to any such courtsaction, cause of action, claim, cross-claim or third-party claim. (7) EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) AGAINST THE FINANCING SOURCES ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

Governing Law and Submission to Jurisdiction. (a) This Letter Agreement shall in all respects be governed by and construed in accordance with the internal substantive laws of the State of New York California, without giving effect to the principles of conflicts of law laws principles thereof. The Company and Keating irrevocably agree to waive trial by jury in any action, procexxxxx, claim or counterclaim brought by or on behalf of either party related to or arising out of this Letter Agreement or the performance of services hereunder. (b) Each of the parties hereto irrevocably agrees that that, except as otherwise set forth in this paragraph, any legal state or federal court sitting in the State of California shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute arising out of or relating to this Letter Agreement brought by any other party or its successors or assigns shall be brought and determined in any New York State or federal court sitting in New York Countyand, New Yorkfor such purposes, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its propertysuch courts. The Company hereby agrees that service of any process, generally and unconditionallysummons, with regard to any such action notice or proceeding arising out of document by hand delivery or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject registered mail addressed to the jurisdiction Company shall be effective service of the courts in New York as described herein process for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding brought in any such court is brought in an inconvenient forum, (ii) court. The Company irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding is improper brought in any such court and any claim that any such suit, action or (iii) this Agreementproceeding has been brought in an inconvenient forum. The Company agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon the subject matter hereof, Company and may not be enforced in any other court to whose jurisdiction the Company is or may in the future be subject, by such courtssuit upon judgment. The Company further agrees that nothing herein shall affect Keating's right to effect service of process in any other manner permxxxxx xx law or to bring a suit, action or proceeding (including a proceeding for enforcement of a judgment) in any other court or jurisdiction in accordance with applicable law.

Governing Law and Submission to Jurisdiction. This Agreement shall in all respects be governed by and construed in accordance with the internal substantive laws of the State of New York Hong Kong Special Administrative Region without giving effect to the principles of conflicts of law thereof. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in any New York State or federal court sitting in New York County, New YorkHong Kong courts, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York Hong Kong as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York Hong Kong as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law and Submission to Jurisdiction. This Agreement shall in all respects be governed by and construed in accordance with the internal substantive laws of the State of New York Texas without giving effect to the principles of conflicts of law thereof. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in any New York Texas State or federal court sitting in New York County[__], New YorkTexas (or, if such court lacks subject matter jurisdiction, in any appropriate Texas State or federal court), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described aboveabove in Texas, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York Texas as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York Texas as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law and Submission to Jurisdiction. 19.1 This Agreement and every agreement for the issue and purchase of Notes as referred to in Clause 2 shall in all respects be governed by by, and construed in accordance with with, the internal substantive laws of the State of New York without giving effect to the principles of conflicts of law thereof. Each of the parties York. 19.2 The Issuer unconditionally and irrevocably agrees that any State or Federal courts sitting in the Borough of Manhattan, the City of New York shall have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and accordingly any legal action or proceeding proceedings arising out of or relating to in connection with this Agreement brought by any other party or its successors or assigns shall (“Proceedings”) may be brought in such courts. The Issuer unconditionally and determined in any New York State or federal court sitting in New York County, New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid such courts for itself and with respect waives any objection which it may now or hereafter have to its property, generally and unconditionally, with regard to Proceedings in any such action or proceeding arising out of or relating to this Agreement and courts whether on the transactions contemplated hereby. Each ground of the parties agrees not to commence laying of venue or on the ground that the Proceedings have been brought in an inconvenient forum. To the extent that the Issuer has or hereafter may acquire any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune immunity from jurisdiction of any such court or from any legal process commenced with respect to itself or its property, the Issuer irrevocably waives such immunity in respect of its obligations under this Agreement. This submission is made for the benefit of the Dealers and shall not limit the right of any Dealer to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not). The Issuer unconditionally and irrevocably agrees that final judgment in any Proceedings brought in such courts a court shall be conclusive and binding upon it and may be enforced in any court to the jurisdiction of which it is subject by a suit upon such judgment or in any manner provided by law. The Issuer irrevocably waives to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the Proceedings (whether through including appeals), the posting of any bond or the furnishing, directly or indirectly, of any other security. The Issuer agrees that the process by which any Proceedings in New York City are begun may be served on it by being delivered to it c/o National Registered Agents, Inc., 100 Xxxxxxxx Xxxxxx, New York, NY 10007 (copy to the Issuer). If the appointment of the person appointed to receive process on behalf of the Issuer ceases to be effective, the Issuer shall forthwith appoint a further person in the United States of America to accept service of noticeprocess on its behalf and notify the name and address to the Dealers. INITIAL DOCUMENTATION LIST 1. Certified copies of the certificate of incorporation and by-laws of the Issuer. 2. A certified copy of all resolutions and other authorisations required to be passed or given, attachment prior and evidence of any other action required to judgmentbe taken, attachment on behalf of the Issuer: 2.1 to approve this Agreement, the Agency Agreement, the creation of the Programme and the issue of Notes; 2.2 to authorise appropriate persons to execute each of this Agreement, the Agency Agreement, and any Notes and to take any other action in aid connection therewith; and 2.3 to authorise appropriate persons to enter into agreements with any Dealer on behalf of execution the Issuer to issue Notes in accordance with Clause 2 of judgmentthis Agreement. 3. A certified list of the names, execution titles and specimen signatures of judgment the persons authorised on behalf of the Issuer in accordance with paragraph 2.3 above. 4. Certified copies of any other governmental or otherwise) other consents required for the Issuer to issue Notes, for the Issuer to execute and deliver this Agreement and the Agency Agreement and for the Issuer to fulfil its obligations under this Agreement, the Agency Agreement and all Notes. 5. Confirmation that the master Temporary Global Notes and master Permanent Global Notes (c) from which copies can be made for each particular issue of Notes), duly executed by a person or persons authorised to take action on behalf of the Issuer as specified in paragraph 2.2 above, have been delivered to the Agent. 6. Legal opinions addressed to each of the Dealers dated on or after the date of this Agreement, in such form and with such content as the Dealers may reasonably require, from: 6.1 Jxxx X. Xxxxxxx, general counsel of CCE; and 6.2 Axxxx & Oxxxx, legal advisers to the Dealers as to New York law. 7. A conformed copy of each of this Agreement and the Agency Agreement and confirmation that the Agency Agreement has been delivered to the Agent (on behalf of itself and the paying agents appointed thereunder). 8. A printed final version of the Information Memorandum and the Procedures Memorandum. 9. Confirmation from the Listing Agent that the Luxembourg Stock Exchange will list Notes to be issued under the Programme. 10. Comfort letter from Ernst & Young LLP as independent auditors of CCE in such form and with such content as the Dealers may reasonably request. 11. Confirmation that the Programme has been rated (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, A2 for senior unsecured long-term Notes and P-1 for senior unsecured short-term Notes by Moody’s and (ii) A by Standard & Poor’s. 12. Letter from National Registered Agents, Inc. confirming its acceptance as agent for service of process of the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.Issuer. XXXXXXX XXXXXXXXXXXX

Governing Law and Submission to Jurisdiction. This Agreement shall in all respects be governed by by, construed and construed enforced in accordance with the internal substantive laws of the State of New York (without giving effect regard to the principles of conflicts conflict of law thereoflaws). Each of the parties irrevocably agrees that hereto hereby consents to the exclusive jurisdiction of the United States District Court for the District of Delaware and the Chancery Court of the State of Delaware (and of the appropriate appellate courts therefrom) over any legal suit, action or proceeding arising out of or relating to this Agreement brought by any other Agreement. Each party or its successors or assigns shall be brought and determined in any New York State or federal court sitting in New York Countyhereto irrevocably waives, New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its propertyfullest extent permitted by law, generally and unconditionally, with regard to any such action objection which it may now or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject hereafter have to the jurisdiction laying of the courts venue in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court proceeding which is brought in accordance with this Section 9(h) has been brought in an inconvenient forum. Subject to applicable law, (iiprocess in any such proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing and subject to applicable law, each party agrees that service of process on such party as provided in Section 9(c) shall be deemed effective service of process on such party. Nothing herein shall affect the venue right of such suitany party to serve legal process in any other manner permitted by law or at equity or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. WITH RESPECT TO ANY ACTION, action or proceeding is improper or (iii) this AgreementPROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, or the subject matter hereofEACH OF THE PARTIES IRREVOCABLY WAIVES AND RELEASES TO THE OTHER ITS RIGHT TO A TRIAL BY JURY, may not be enforced in or by such courtsAND AGREES THAT IT WILL NOT SEEK A TRIAL BY JURY IN ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM.

Governing Law and Submission to Jurisdiction. Each Obligor unconditionally and irrevocably submits to the jurisdiction of such courts and waives any objection which it may now or hereafter have to Proceedings in any such courts whether on the ground of the laying of venue or on the ground that the Proceedings have been brought in an inconvenient forum. To the extent that any Obligor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, each Obligor irrevocably waives such immunity in respect of its obligations under this Agreement. This submission is made for the benefit of the Dealers and shall not limit the right of any Dealer to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not). Each Obligor unconditionally and irrevocably agrees that final judgment in any Proceedings brought in such a court shall be conclusive and binding upon it and may be enforced in any court to the jurisdiction of which it is subject by a suit upon such judgment or in any manner provided by law. Each Obligor irrevocably waives to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the Proceedings (including appeals), the posting of any bond or the furnishing, directly or indirectly, of any other security. (1) This Agreement and every agreement for the issue and purchase of Notes as referred to in clause 2 shall in all respects be governed by by, and construed in accordance with with, the internal substantive laws of the State of New York without giving effect to the principles of conflicts of law thereof. York. (2) Each of the parties Obligor unconditionally and irrevocably agrees that any State or Federal courts sitting in the Borough of Manhattan, the City of New York shall have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and accordingly any legal action or proceeding proceedings arising out of or relating to in connection with this Agreement brought by any other party or its successors or assigns shall (“Proceedings”) may be brought and determined in such courts. Each Obligor agrees that the process by which any New York State or federal court sitting Proceedings in New York CountyCity are begun may be served on it by being delivered to it c/o National Registered Agents, Inc., 000 Xxxxxxxx Xxxxxx, New York, NY 10007 (copy to the relevant Obligor). If the appointment of the person appointed to receive process on behalf of any Obligor ceases to be effective, such Obligor shall forthwith appoint a further person in the United States of America to accept service of process on its behalf and notify the name and address to the Dealers. APPENDIX AINITIAL DOCUMENTATION LIST 1. Certified copies of the certificate of incorporation and by-laws of CCE and of the memorandum and articles of association of CCE GB. 2. A certified copy of all resolutions and other authorisations required to be passed or given, and evidence of any other action required to be taken, on behalf of each Obligor: (a) to approve this Agreement, the Agency Agreement, the Guarantee (if applicable), the creation of the Programme and the issue of Notes; (b) to authorise appropriate persons to execute each of this Agreement, the Agency Agreement, the Guarantee (if applicable) and any Notes and to take any other action in connection therewith; and (c) to authorise appropriate persons to enter into agreements with any Dealer on behalf of such Obligor to issue Notes in accordance with clause 2 of this Agreement. 3. A certified list of the names, titles and specimen signatures of the persons authorised on behalf of each Obligor in accordance with paragraph 2(c) above. 4. Certified copies of any other governmental or other consents (including, but not limited to, confirmation that the Bank of England and the Bank of Italy have each been notified of the establishment of the Programme) required for each Obligor to issue or, as the case may be, to guarantee, Notes, for each Obligor to execute and deliver this Agreement, the Agency Agreement and, if applicable, the Guarantee and for each Obligor to fulfil its obligations under this Agreement, the Agency Agreement, all Notes and, in the case of CCE, the Guarantee. 5. Confirmation that the master Temporary Global Notes and master Permanent Global Notes (from which copies can be made for each particular issue of Notes), duly executed by a person or persons authorised to take action on behalf of each Obligor as specified in paragraph 2(b) above, have been delivered to the Agent. 6. Legal opinions addressed to each of the parties hereby irrevocably submits Dealers dated on or after the date of this Agreement, in such form and with such content as the Dealers may reasonably require, from: (a) Xxxxx X. Xxxxx, general counsel of CCE; (b) Xxxxxxxx Chance, legal advisers to CCE GB as to English law; and (c) Xxxxx & Xxxxx, legal advisers to the exclusive jurisdiction Dealers as to New York law. 7. A conformed copy of each of this Agreement, the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agency Agreement and the transactions contemplated hereby. Each Guarantee and confirmation that executed copies of such documents have been delivered, in the case of the parties agrees not Agency Agreement, to commence any actionthe Agent and the paying agents appointed thereunder and, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York as described herein. Each case of the parties hereby irrevocably and unconditionally waivesGuarantee, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction Agent. 8. A printed final version of the courts in New York Information Memorandum and the Procedures Memorandum. 9. Confirmation from the Listing Agent that the Luxembourg Stock Exchange will list Notes to be issued under the Programme. 10. Confirmation that the Information Memorandum has received the registration number of the Commission des Opérations de Bourse. 11. Comfort letters from Ernst & Young LLP as described herein for any reasonindependent auditors of CCE and from Ernst & Young as independent auditors of CCE GB, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced each in such courts (whether through form and with such content as the Dealers may reasonably request. 12. Confirmation that the Programme has been rated A3 by Moody’s and A+ by Standard & Poor’s. 13. Letter from National Registered Agents, Inc. confirming its acceptance as agent for service of notice, attachment prior to judgment, attachment in aid process of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsObligors.

Governing Law and Submission to Jurisdiction. This The Fiscal Agency Agreement and the Notes shall in all respects be governed by construed and construed interpreted in accordance with the internal substantive law of the State of New York, which shall govern them and any controversy or claim arising out of or relating to any of them, without reference to conflicts of laws principles. The Republic irrevocably agrees for the benefit of each Holder of Notes that the courts of the State of New York without giving effect to the principles of conflicts of law thereof. Each and of the parties irrevocably agrees that United States sitting in The City of New York, Borough of Manhattan, shall have non-exclusive jurisdiction to settle any legal disputes which may arise out of or in connection with the Fiscal Agency Agreement or the Notes and that, accordingly, any suit, action or proceeding proceedings arising out of or relating in connection therewith (together referred to this Agreement brought by any other party or its successors or assigns shall as “Related Proceedings”) may be brought and determined in any New York State or federal court sitting in New York County, New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated herebycourts. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except Related Proceedings may also be brought in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York as described herein. Each of the parties hereby Republic. The Republic irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject submits to the jurisdiction of the courts referred to in New York as described herein this Condition for purposes of any reason, (b) Related Proceedings. To the extent that it the Republic may in any jurisdiction claim or acquire for itself or its property is exempt assets immunity (sovereign or immune otherwise) from jurisdiction suit, execution, attachment (whether in aid of any such court execution, before judgment or from any otherwise) or other legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or notice or otherwise) ), the Republic irrevocably agrees for the benefit of the Holders of Notes not to claim, and irrevocably waives, such immunity, to the fullest extent permitted by the laws of such jurisdiction. The waiver of immunity in this paragraph shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and is intended to be irrevocable for purposes of such Act but shall otherwise constitute a limited and specific waiver for the purpose of the Fiscal Agency Agreement and the Notes and under no circumstances shall it be interpreted as a general waiver by the Republic or a waiver of immunity in respect of property that is used solely or principally for official purposes (c) that (i) such as ambassadorial and consular real property and buildings and the suitcontents thereof, action or proceeding any bank accounts of embassies or consulates to the extent of monies maintained therein for ambassadorial, consular or other official purposes, but not commercial purposes, in each case necessary for the proper official, ambassadorial or consular functioning of the Republic). The Republic irrevocably appoints the person who from time to time is the Consul of the Republic in The City of New York as it agent in the United States to receive service of process in any such court is brought Related Proceedings in an inconvenient forumThe City of New York based on or in connection with the Fiscal Agency Agreement or any of the Notes. . THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER, AND WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER, THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (iiTHE “SECURITIES ACT”), AND APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. TERMS USED HEREIN HAVE THE MEANINGS GIVEN THEM IN REGULATION S UNDER THE SECURITIES ACT. ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. THE BEARER OF THIS GLOBAL NOTE WILL NOT (UNLESS UPON DUE PRESENTATION OF THIS GLOBAL NOTE FOR EXCHANGE, DELIVERY OF THE APPROPRIATE NUMBER OF DEFINITIVE BEARER NOTES (TOGETHER WITH THE COUPONS APPERTAINING THERETO) OR, AS THE CASE MAY BE, ISSUE AND DELIVERY (OR, AS THE CASE MAY BE, ENDORSEMENT) OF THE PERMANENT GLOBAL NOTE IS IMPROPERLY WITHHELD OR REFUSED AND SUCH WITHHOLDING OR REFUSAL IS CONTINUING AT THE RELEVANT PAYMENT DATE) BE ENTITLED TO RECEIVE ANY PAYMENT HEREON DUE ON OR AFTER THE EXCHANGE DATE. The Lebanese Republic (the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.“Republic”)

Governing Law and Submission to Jurisdiction. (a) This Agreement shall and all matters, claims or actions (whether at law, in all respects be governed by and construed equity, in accordance with the internal substantive laws of the State of New York without giving effect to the principles of conflicts of law thereof. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined contract, in any New York State or federal court sitting in New York County, New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim tort or otherwise) based upon, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated herebynegotiation, (a) any claim that it is not personally subject to execution or performance of this Agreement, shall be interpreted and enforced in accordance with, and the jurisdiction respective rights and obligations of the courts parties shall be governed by, the laws of the State of Delaware applicable to contracts executed in New York as described herein for and to be performed entirely within that State, regardless of the Laws that might otherwise govern under any reason, applicable conflict of Laws principles. (b) that it All matters, claims or its property is exempt actions arising out of or immune from relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any matter, claim or action, any state or federal court within the State of Delaware) and appellate courts therefrom and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such matter, claim or action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such court matter, claim or from any legal process commenced action. The consents to jurisdiction and venue set forth in such courts (whether through this Section 1.6(b) shall not constitute general consents to service of noticeprocess in the State of Delaware, attachment prior shall have no effect for any purpose except as provided in this Section 1.6(b) and shall not be deemed to judgmentconfer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any matter, attachment claim or action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in aid Section 6.1 of execution of judgmentthis Agreement. The parties hereto agree that a final judgment in any such matter, execution of claim or action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or otherwise) and in any other manner provided by applicable Law; provided that, nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. (c) that EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY MATTER, CLAIM OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (iA) the suitNO REPRESENTATIVE, action or proceeding in any such court is brought in an inconvenient forumAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY MATTER, CLAIM OR ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (iiB) the venue of such suitIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, action or proceeding is improper or (iiiC) this AgreementIT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, or the subject matter hereofAMONG OTHER THINGS, may not be enforced in or by such courtsTHE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 1.6(c).

Governing Law and Submission to Jurisdiction. (1) This Agreement shall and all matters, claims or actions (whether at law, in all respects be governed by and construed equity, in accordance with the internal substantive laws of the State of New York without giving effect to the principles of conflicts of law thereof. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined contract, in any New York State or federal court sitting in New York County, New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim tort or otherwise) based upon, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated herebynegotiation, execution or performance of this Agreement, shall be interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the Laws that might otherwise govern under any applicable conflict of Laws principles. (a2) All matters, claims or actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any matter, claim that it is not personally subject or action, any state or federal court within the State of Delaware) and appellate courts therefrom and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of the such courts in New York as described herein for any reasonsuch matter, (b) that it claim or its property is exempt action and irrevocably waive the defense of an inconvenient forum or immune from lack of jurisdiction to the maintenance of any such court matter, claim or from any legal process commenced action. The consents to jurisdiction and venue set forth in such courts (whether through this Section 1.6(2) shall not constitute general consents to service of noticeprocess in the State of Delaware, attachment prior to judgment, attachment shall have no effect for any purpose except as provided in aid of execution of judgment, execution of judgment or otherwisethis Section 1.6(2) and (c) shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that (i) service of process upon such party in any matter, claim or action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier, with a copy by e-mail, at the suit, action or proceeding address set forth in Section 5.1 of this Agreement. The parties hereto agree that a final judgment in any such court is brought in an inconvenient forummatter, (ii) the venue of such suit, claim or action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Law; provided that, nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. (3) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY MATTER, CLAIM OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY MATTER, CLAIM OR ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 1.6(3).

Governing Law and Submission to Jurisdiction. This Agreement shall in all respects be governed by and construed in accordance with the internal substantive laws of the State of New York Delaware without giving effect to the principles of conflicts of law thereof. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in any New York Delaware State or federal court sitting in New York CountyDelaware (or, New Yorkif such court lacks subject matter jurisdiction, in any appropriate Delaware State or federal court), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described aboveabove in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law and Submission to Jurisdiction. This Agreement shall in all respects be governed by and construed in accordance with the internal substantive laws of the State of New York without giving effect to the principles of conflicts of law thereof. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in any New York State or federal court sitting in New York County, New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its propertyproperty , generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reasonreason , (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law and Submission to Jurisdiction. 17.15.1 This Agreement and the other Transaction Documents, save as expressly referred to therein, and any non-contractual obligations arising out of or in connection with them shall in all respects be governed by English law. 17.15.2 Subject to Clause 17.15.3, each of the Relevant Seller and construed the Purchaser irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any dispute which may arise out of or in accordance connection with this Agreement and the internal substantive laws documents to be entered into pursuant to it and that accordingly any proceedings arising out of or in connection with this Agreement and the documents to be entered into pursuant to it shall be brought in such courts. Each of the Relevant Seller and the Purchaser irrevocably submits to the jurisdiction of such courts and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. 17.15.3 Notwithstanding the foregoing, each of the parties hereto agrees that it will not bring or support any civil, criminal or administrative claim, notice of claim, action, suit, order, proceeding or arbitration, at law or in equity, by or before any governmental authority, including but not limited to any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to any agreement entered into by the Debt Financing Sources in connection with this Agreement or the performance thereof, in any forum other than the Supreme Court of the State of New York without giving effect to the principles York, County of conflicts of law thereof. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in any New York State or federal court sitting in New York County, New York, and each of the parties hereby irrevocably submits to the or, if under applicable law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof). The parties hereto further agree to irrevocably waive the aforesaid courts right to trial by jury for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit cause of action, claim, cross-claim or proceeding relating thereto except third party claim referenced in the courts described above, other than actions this paragraph. Nothing in any court of competent jurisdiction to enforce any judgment, decree this clause 18.16.4 will create or award rendered by any such court in the State of New York as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion evidence or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that suggest exists (i) the suit, a cause of action or proceeding in any such court is brought in an inconvenient forum, basis of claim against the Debt Financing Sources or (ii) a duty of care or other legal relationship owed by the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may Debt Financing Sources to any other person that would not be enforced in or by such courtsotherwise have existed.

Governing Law and Submission to Jurisdiction. This Agreement shall in all respects be governed by and construed in accordance with the internal substantive laws of the State of New York without giving effect to the principles of conflicts of law thereofTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE LAWS THAT MIGHT BE APPLICABLE UNDER CONFLICTS OF LAWS PRINCIPLES. Each of the parties hereto hereby irrevocably agrees that any legal action or proceeding arising out and unconditionally submits, for itself and its property, to the exclusive jurisdiction of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in any New York State state court, or federal Federal court of the United States of America, sitting in New York CountyYork, New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence appellate court from any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwisethereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (aii) agrees that any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction respect of any such court action or from any legal process commenced proceeding may be heard and determined in such courts New York state court or, to the extent permitted by law, in such Federal court, (whether through service iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of notice, attachment prior to judgment, attachment in aid venue of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, any such action or proceeding in any such court is brought in New York state or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum, (ii) forum to the venue maintenance of such suit, action or proceeding is improper in any such New York state or (iii) this Agreement, Federal court. Each of the parties hereto agrees that a final judgment in any such action or the subject matter hereof, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtslaw. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.7. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Governing Law and Submission to Jurisdiction. This Agreement letter agreement shall in all respects be governed by by, and construed in accordance with with, the internal substantive laws of the State of New York without giving effect to the principles of conflicts of law thereofYork. EACH OF NTL INC. AND NTL IH AND EACH OF THE UNDERWRITERS IRREVOCABLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS ENGAGEMENT LETTER OR THE PERFORMANCE OF SERVICES OR OBLIGATIONS HEREUNDER. Each of NTL Inc. and NTL IH and each of the parties Underwriters irrevocably agrees that and unconditionally submits to the exclusive jurisdiction of any legal state or federal court sitting in the County of New York over any suit, action or proceeding arising out of or relating to this Agreement brought letter agreement. Service of any process, summons, notice or document by any other party or its successors or assigns registered mail addressed to NTL Inc. shall be brought effective service of process against NTL Inc. and determined in any New York State or federal court sitting in New York County, New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein NTL IH for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding brought in any such court is brought in an inconvenient forumcourt. Service of process upon NTL Inc. at 000 Xxxxx Xxxxxx, (ii) Xxxxx 0000, Xxx Xxxx, XX 00000 shall be deemed effective service of process against NTL Inc. and NTL IH for any such action or proceeding. Each of NTL Inc. and NTL IH irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding is improper brought in any such court and any claim that any such suit, action or (iii) this Agreementproceeding has been brought in any such court and any claim that any such suit, action or the subject matter hereofproceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may not be enforced in any other courts to whose jurisdiction NTL Inc. or NTL IH is or may be subject, by such courtssuit upon judgment.

Governing Law and Submission to Jurisdiction. (a) This Agreement shall and all matters, claims or Actions (whether at law, in all respects be governed by and construed equity, in accordance with the internal substantive laws of the State of New York without giving effect to the principles of conflicts of law thereof. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined Contract, in any New York State or federal court sitting in New York County, New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim tort or otherwise) based upon, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated herebynegotiation, (a) any claim that it is not personally subject to execution or performance of this Agreement, shall be interpreted and enforced in accordance with, and the jurisdiction respective rights and obligations of the courts parties shall be governed by, the laws of the State of Delaware applicable to contracts executed in New York as described herein for and to be performed entirely within that State, regardless of the Laws that might otherwise govern under any reason, applicable conflict of Laws principles. (b) that it All Actions arising out of or its property is exempt relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or immune from federal court within the State of Delaware) and appellate courts therefrom and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such court or from any legal process commenced Action. The consents to jurisdiction and venue set forth in such courts (whether through this Section 1.5(b) shall not constitute general consents to service of noticeprocess in the State of Delaware, attachment prior shall have no effect for any purpose except as provided in this Section 1.5(b) and shall not be deemed to judgmentconfer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier, attachment with a copy by e-mail, at the addresses set forth in aid Section 8.2 of execution of judgment, execution of this Agreement. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or otherwise) and in any other manner provided by applicable Law; provided that, nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. (c) that EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (iA) the suitNO REPRESENTATIVE, action or proceeding in any such court is brought in an inconvenient forumAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (iiB) the venue of such suitIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, action or proceeding is improper or (iiiC) this AgreementIT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, or the subject matter hereofAMONG OTHER THINGS, may not be enforced in or by such courtsTHE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 1.5(C).

Governing Law and Submission to Jurisdiction. (1) This Agreement shall and all matters, claims or actions (whether at law, in all respects be governed by and construed equity, in accordance with the internal substantive laws of the State of New York without giving effect to the principles of conflicts of law thereof. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined contract, in any New York State or federal court sitting in New York County, New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the State of New York as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim tort or otherwise) based upon, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated herebynegotiation, execution or performance of this Agreement, shall be interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the Laws that might otherwise govern under any applicable conflict of Laws principles. (a2) All matters, claims or actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any matter, claim that it is not personally subject or action, any state or federal court within the State of Delaware) and appellate courts therefrom and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of the such courts in New York as described herein for any reasonsuch matter, (b) that it claim or its property is exempt action and irrevocably waive the defense of an inconvenient forum or immune from lack of jurisdiction to the maintenance of any such court matter, claim or from any legal process commenced action. The consents to jurisdiction and venue set forth in such courts (whether through this Section 1.6(2) shall not constitute general consents to service of noticeprocess in the State of Delaware, attachment prior to judgment, attachment shall have no effect for any purpose except as provided in aid of execution of judgment, execution of judgment or otherwisethis Section 1.6(2) and (c) shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that (i) service of process upon such party in any matter, claim or action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier, with a copy by e-mail, at the suit, action or proceeding address set forth in Section 5.1 of this Agreement. The parties hereto agree that a final judgment in any such court is brought in an inconvenient forummatter, (ii) the venue of such suit, claim or action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Law; provided that, nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. (3) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY MATTER, CLAIM OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY MATTER, CLAIM OR ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY AND