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 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 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. 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. 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. 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. This Agreement shall The Agency Agreement, the Deed of Covenant, the Notes, the Coupons and any non-contractual obligations arising out of or in all respects be connection with any of them are governed by by, and construed in accordance with, English law. The Issuer agrees, for the benefit of the Noteholders and the Couponholders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with the internal substantive laws of Notes and/or the State of New York without giving effect Coupons (including a dispute relating to the principles of conflicts of law thereof. Each of the parties irrevocably agrees that any legal action or proceeding non-contractual allegations arising out of or relating to this Agreement brought by in connection with any other party or its successors or assigns shall be brought of them) and determined in that accordingly any New York State or federal court sitting in New York Countysuit, 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 proceedings (together referred to as “Proceedings”) arising out of or in connection with the Notes and/or the Coupons (including a dispute 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 non- contractual allegations arising out of or relating in connection with any of them) may be brought in such courts. The Issuer hereby irrevocably waives any objection which it may have now or hereafter to this Agreement or the transactions contemplated hereby, (a) laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon it is not personally subject and may be enforced in the courts of any other jurisdiction. To the extent allowed by law, nothing contained in this Condition shall limit any right to take Proceedings against the Issuer 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, if and to the extent permitted by applicable law. The Issuer appoints Ericsson Ltd. at its registered office for the time being at 14th Xxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxx, Xxxxxxx, XX0 0XX as its agent for service of process, and undertakes that, in the event of Ericsson Ltd. ceasing so to act or ceasing to have a registered office in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve proceedings in any other manner permitted by law. The Issuer has in the Agency Agreement and the Deed of Covenant submitted to the jurisdiction of the English courts and appointed an agent for service of process in New York terms substantially similar to those set out above. FORMS OF GLOBAL AND DEFINITIVE NOTES, COUPONS AND TALONS PART 1 FORM OF TEMPORARY GLOBAL NOTE TELEFONAKTIEBOLAGET LM ERICSSON (PUBL) TEMPORARY GLOBAL NOTE [Details of Individual issue to be inserted] This Global Note is a Temporary Global Note in respect of a duly authorised issue of Euro Medium Term Notes (the Notes) of Telefonaktiebolaget LM Ericsson (publ) (the Issuer) described, and having the provisions specified (a) in the case of Notes which are not Exempt Notes, in Part A of the Final Terms attached hereto (the Final Terms) or (b), in the case of Exempt Notes, in Part A of the Pricing Supplement attached hereto (the Pricing Supplement). References herein to the Conditions shall be to the Terms and Conditions of the Notes as described herein for set out in Schedule 1 to the Agency Agreement (as defined below) as completed by the information set out in (i), in the case of Notes which are not Exempt Notes, the Final Terms or (ii), in the case of Exempt Notes, the Pricing Supplement which may modify and supplement such Terms and Conditions, but in the event of any reason, conflict between the provisions of (a) that Schedule or (b) this Global Note and the information set out in the Final Terms or the Pricing Supplement, as the case may be, the Final Terms or the Pricing Supplement, as the case may be, will prevail. Words and expressions defined or set out in the Conditions and/or the Final Terms or Pricing Supplement, as the case may be, shall bear the same meaning when used herein. This Global Note is issued subject to, and with the benefit of, the Conditions and an Amended and Restated Agency Agreement dated 8 May 2014 (the Agency Agreement, which expression shall be construed as a reference to that it agreement as the same may be amended, supplemented, novated or its property restated from time to time) made between the Issuer, Citibank, N.A., London Branch (the Agent) and the other agents named therein. For value received the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer hereof on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions, the amount payable under the Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, upon (if the Final Terms or Pricing Supplement, as the case may be, indicates that this Global Note is exempt not intended to be a New Global Note) presentation and, at maturity, surrender of this Global Note to or immune from jurisdiction to the order of the Agent at Citigroup Centre, Xxxxxx Xxxxx, Xxxxxx X00 0XX or at the specified office of any such court of the other paying agents located outside the United States (except as provided in the Conditions) from time to time appointed by the Issuer in respect of the Notes, but in each case subject to the requirements as to certification provided below. If the Final Terms or Pricing Supplement, as the case may be, indicates that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be the aggregate amount from any legal process commenced time to time entered in such courts the records of both Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme (whether through service together, the relevant Clearing Systems). The records of notice, attachment prior to judgment, attachment the relevant Clearing Systems (which expression in aid of execution of judgment, execution of judgment or otherwise) and (c) this Global Note means the records that (i) each relevant Clearing System holds for its customers which reflect the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue amount of such suitcustomer's interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, action for these purposes, a statement issued by a relevant Clearing System stating the nominal amount of Notes represented by this Global Note at any time (which statement shall be made available to the bearer upon request) shall be conclusive evidence of the records of the relevant Clearing System at that time. If the Final Terms or proceeding Pricing Supplement, as the case may be, indicates that this Global Note is improper not intended to be a New Global Note, the nominal amount of the Notes represented by this Global Note shall be the aggregate nominal amount stated in the Final Terms or (iii) this AgreementPricing Supplement, as the case may be, or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part II or III of Schedule One or in Schedule Two. On any redemption or payment of interest being made in respect of, or purchase and cancellation of, any of the subject matter hereof, may not be enforced in or Notes represented by such courts.this Global Note the Issuer shall procure that:

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. 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. This Agreement The validity, performance, and construction of this Order shall in all respects be governed by and construed constructed in all respects in accordance with the internal substantive laws of the State of New York without giving effect country, state or province (hereinafter referred to as the principles of conflicts of law thereof"territory") as shown in the Buyer's address on this Order. Each of the parties The Seller hereby irrevocably agrees that any legal action or proceeding proceedings against it with respect to this Order may be brought in the courts of the territory and the Seller herby irrevocably submits for itself and in respect of its undertaking properties and assets generally and unconditionally to the non-exclusive jurisdiction of the courts of the territory. The parties agree that with respect to any proceedings in Singapore in connection with any matter or issue relating to this Order, appeal will lie from the appellate court in Singapore to the Judicial Committee of the Privy Council under the Judicial Committee Act (Chapter 148) (as may be amended from time to time) and each of them hereby further gives its consent that, in every case where it is a party to any such legal proceedings, it shall be bound by any such appeal to, on any decision, ruling or order of, the Judicial Committee. The Seller further irrevocably consents to the service process out of the courts of the territory in any action or proceedings by the mailing of copies thereof by registered or certified prepaid post or facsimile to the Seller to its address specified herein (or at such other address as it may have designated by notice to the Buyer), such service to become effective seven (7) days after such mailing or on the date of despatch of such facsimile. Nothing herein shall affect the right to service of process in any other manner permitted by law. Nothing in this Clause shall limit the right of the Buyer to bring any proceedings with respect to this Order against the Seller in any court elsewhere. The Seller hereby irrevocably waives any objection which it may now or hereafter have to the venue of any suit, action or proceedings arising out of or relating to this Agreement brought Order selected by any other party or its successors or assigns shall be brought the Buyer and determined in any New York State or federal court sitting in New York County, New York, and each of the parties hereby further 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) waives any claim that it the venue so selected is not personally subject to the jurisdiction of the courts in New York as described herein a convenient forum 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 courtsproceeding.

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. 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 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. . SCHEDULE B: FORM OF NOTES PART I: FORM OF TEMPORARY GLOBAL NOTE 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“Republic”) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.TEMPORARY GLOBAL NOTE

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 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 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.