Common use of Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Damages Clause in Contracts

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Damages. (a) THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA, AND, ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE PLEDGOR, THE TRUSTEE, THE COLLATERAL AGENT AND THE HOLDERS IN CONNECTION WITH THIS PLEDGE AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. NOTWITHSTANDING THE FOREGOING, THE MATTERS IDENTIFIED IN 31 C.F.R. SECTIONS 357.10 AND 357.11 (AS IN EFFECT ON THE DATE OF THIS PLEDGE AGREEMENT) SHALL BE GOVERNED SOLELY BY THE LAWS SPECIFIED THEREIN AND THE MATTERS IDENTIFIED IN SECTION 9305(a)(3) OF THE CALIFORNIA UCC WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Damages. (a) THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIANEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF CALIFORNIANEW YORK, AND, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK, ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE PLEDGOR, THE TRUSTEE, THE COLLATERAL AGENT AND THE HOLDERS IN CONNECTION WITH THIS PLEDGE AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIANEW YORK. NOTWITHSTANDING THE FOREGOING, THE MATTERS IDENTIFIED IN 31 C.F.R. SECTIONS 357.10 AND 357.11 (AS IN EFFECT ON THE DATE OF THIS PLEDGE AGREEMENT) SHALL BE GOVERNED SOLELY BY THE LAWS SPECIFIED THEREIN AND THE MATTERS IDENTIFIED IN SECTION 9305(a)(3) OF THE CALIFORNIA UCC WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIATHEREIN.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Damages. (ai) EACH PARTY HERETO AGREES THAT, FOR ALL PURPOSES OF THIS PLEDGE AGREEMENT (INCLUDING, WITHOUT LIMITATION, FOR PURPOSES OF AND WITHIN THE MEANING OF UCC SECTION 8- 110, UCC SECTIONS 9-103(6) AND 31 C.F.X.xx.000.00 (XX, XX XXPLICABLE, THE CORRESPONDING FEDERAL BOOK-ENTRY REGULATIONS), THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE CREATION, PERFECTION, EFFECTS OF PERFECTION AND PRIORITY OF THE LIENS AND SECURITY INTERESTS OF THE TRUSTEE ON AND IN THE ESCROW ACCOUNT AND THE COLLATERAL AND THE ESTABLISHMENT AND MAINTENANCE OF THE ESCROW AGENT'S PARTICIPANT'S SECURITIES ACCOUNT AND THE ACCOUNTS) AND THE RIGHTS, INTEREST, DUTIES AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS LAW OF THE STATE OF CALIFORNIANEW YORK, EXCEPT EXCLUDING (TO THE GREATEST EXTENT PERMITTED BY LAW) ANY RULE OF LAW THAT WOULD CAUSE THE VALIDITY OR PERFECTION APPLICATION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A ANY JURISDICTION OTHER THAN THE STATE OF CALIFORNIANEW YORK. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION ON THE GROUNDS OF VENUE, ANDFORUM NON- CONVENIENS OR ANY SIMILAR GROUNDS. THE COMPANY HEREBY IRREVOCABLY DESIGNATES AND APPOINTS CT CORPORATION SYSTEM (THE "AUTHORIZED AGENT"), AS ITS ---------------- AUTHORIZED AGENT UPON WHOM PROCESS MAY BE SERVED IN ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED TO, SUCH SUIT OR INCIDENTAL PROCEEDING. THE COMPANY REPRESENTS THAT IT HAS NOTIFIED THE AUTHORIZED AGENT OF SUCH DESIGNATION AND APPOINTMENT AND THAT THE AUTHORIZED AGENT HAS ACCEPTED THE SAME IN WRITING. THE COMPANY HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS ITS AUTHORIZED AGENT TO ACCEPT SUCH SERVICE. THE COMPANY FURTHER AGREES THAT SERVICE OF PROCESS UPON ITS AUTHORIZED AGENT AND WRITTEN NOTICE OF SAID SERVICE TO THE RELATIONSHIP ESTABLISHED BETWEEN COMPANY MAILED BY FIRST CLASS MAIL OR DELIVERED TO ITS AUTHORIZED AGENT SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PLEDGORCOMPANY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PERSON TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TRUSTEECOMPANY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK, THE COLLATERAL AGENT COUNTY AND THE HOLDERS IN CONNECTION WITH STATE OF NEW YORK, UNITED STATES OF XXXXXXX, XX XXX XXXX XX XXXXXXXXXX XXXXX XX XX XRISING UNDER THIS PLEDGE ESCROW AGREEMENT, AND WHETHER ARISING IRREVOCABLY AGREES THAT ALL CLAIMS IN CONTRACT, TORT, EQUITY RESPECT OF SUCH SUIT OR OTHERWISE, SHALL PROCEEDING MAY BE RESOLVED DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. NOTWITHSTANDING THE FOREGOING, THE MATTERS IDENTIFIED IN 31 C.F.R. SECTIONS 357.10 AND 357.11 (AS IN EFFECT ON THE DATE OF THIS PLEDGE AGREEMENT) SHALL BE GOVERNED SOLELY BY THE LAWS SPECIFIED THEREIN AND THE MATTERS IDENTIFIED IN SECTION 9305(a)(3) OF THE CALIFORNIA UCC WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIAANY SUCH COURT.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Damages. (ai) THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIANEW YORK. (ii) THE PLEDGOR AGREES THAT THE COLLATERAL AGENT SHALL, EXCEPT IN ITS OWN NAME OR IN THE NAME AND ON BEHALF OF ANY SECURED PARTY, HAVE THE RIGHT, TO THE EXTENT THAT PERMITTED BY APPLICABLE LAW, TO PROCEED AGAINST THE VALIDITY PLEDGOR OR PERFECTION THE PLEDGOR'S PROPERTY IN A COURT IN ANY LOCATION REASONABLY SELECTED IN GOOD FAITH TO ENABLE THE COLLATERAL AGENT TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF THE SECURITY INTEREST HEREUNDERCOLLATERAL AGENT. THE PLEDGOR AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY THE COLLATERAL AGENT TO REALIZE ON SUCH PROPERTY, OR REMEDIES HEREUNDERTO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE COLLATERAL AGENT. THE PLEDGOR WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH THE COLLATERAL AGENT HAS COMMENCED A PROCEEDING DESCRIBED IN THIS PARAGRAPH INCLUDING, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA, ANDWITHOUT LIMITATION, ANY DISPUTE OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS. (iii) THE PLEDGOR AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE PLEDGOR AT ITS ADDRESS REFERRED TO IN SECTION 14.1 OR AT SUCH OTHER ADDRESS OF WHICH THE COLLATERAL AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO. THE PLEDGOR AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SXX IN ANY OTHER JURISDICTION. (iv) THE PLEDGOR, THE COLLATERAL AGENT AND THE SECURED PARTIES WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO, TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE PLEDGOR, THE TRUSTEE, THE COLLATERAL AGENT AND THE HOLDERS THEM IN CONNECTION WITH THIS PLEDGE AGREEMENTAGREEMENT OR ANY SECURITY DOCUMENT. INSTEAD, AND WHETHER ARISING ANY DISPUTES RESOLVED IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL COURT WILL BE RESOLVED IN ACCORDANCE WITH A BENCH TRIAL WITHOUT A JURY. (v) THE LAWS OF PLEDGOR HEREBY AGREES THAT NEITHER THE STATE OF CALIFORNIA. NOTWITHSTANDING COLLATERAL AGENT NOR ANY SECURED PARTY SHALL HAVE ANY LIABILITY TO THE FOREGOINGPLEDGOR (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) FOR LOSSES SUFFERED BY THE PLEDGOR IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO, THE MATTERS IDENTIFIED IN 31 C.F.R. SECTIONS 357.10 AND 357.11 (AS IN EFFECT ON THE DATE OF THIS PLEDGE AGREEMENT) SHALL BE GOVERNED SOLELY BY THE LAWS SPECIFIED THEREIN TRANSACTIONS CONTEMPLATED AND THE MATTERS IDENTIFIED IN SECTION 9305(a)(3) OF THE CALIFORNIA UCC WILL BE GOVERNED RELATIONSHIP ESTABLISHED BY THE LAWS OF THE STATE OF CALIFORNIA.THIS AGREEMENT OR ANY SECURITY

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Damages. (ai) EACH PARTY HERETO AGREES THAT, FOR ALL PURPOSES OF THIS PLEDGE AGREEMENT (INCLUDING, WITHOUT LIMITATION, FOR PURPOSES OF AND WITHIN THE MEANING OF UCC XXXXXXX 0- 000, XXX XXXTIONS 9-103(6) AND 31 C.F.R.Section 357.11 (OR, AS APPLICABLE, THE CORRESPONDING FEDERAL BOOK-ENTRY REGULATIONS), THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE CREATION, PERFECTION, EFFECTS OF PERFECTION AND PRIORITY OF THE LIENS AND SECURITY INTERESTS OF THE TRUSTEE ON AND IN THE ESCROW ACCOUNT AND THE COLLATERAL AND THE ESTABLISHMENT AND MAINTENANCE OF THE ESCROW AGENT'S PARTICIPANT'S SECURITIES ACCOUNT AND THE ACCOUNTS) AND THE RIGHTS, INTEREST, DUTIES AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS LAW OF THE STATE OF CALIFORNIANEW YORK, EXCEPT EXCLUDING (TO THE GREATEST EXTENT PERMITTED BY LAW) ANY RULE OF LAW THAT WOULD CAUSE THE VALIDITY OR PERFECTION APPLICATION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A ANY JURISDICTION OTHER THAN THE STATE OF CALIFORNIANEW YORK. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION ON THE GROUNDS OF VENUE, ANDFORUM NON- CONVENIENS OR ANY SIMILAR GROUNDS. THE COMPANY HEREBY IRREVOCABLY DESIGNATES AND APPOINTS CT CORPORATION (THE "AUTHORIZED AGENT"), AS ITS AUTHORIZED AGENT UPON WHOM PROCESS MAY BE SERVED IN ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED TO, SUCH SUIT OR INCIDENTAL PROCEEDING. THE COMPANY REPRESENTS THAT IT HAS NOTIFIED THE AUTHORIZED AGENT OF SUCH DESIGNATION AND APPOINTMENT AND THAT THE AUTHORIZED AGENT HAS ACCEPTED THE SAME IN WRITING. THE COMPANY HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS ITS 23 22 AUTHORIZED AGENT TO ACCEPT SUCH SERVICE. THE COMPANY FURTHER AGREES THAT SERVICE OF PROCESS UPON ITS AUTHORIZED AGENT AND WRITTEN NOTICE OF SAID SERVICE TO THE RELATIONSHIP ESTABLISHED BETWEEN COMPANY MAILED BY FIRST CLASS MAIL OR DELIVERED TO ITS AUTHORIZED AGENT SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PLEDGORCOMPANY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PERSON TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TRUSTEECOMPANY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT IN THE BOROUGH OF MANHATTAN IN THE CITY OF XXX XXXX, THE COLLATERAL AGENT AND THE HOLDERS XXXXXX XXX XXXXX XX XXX XXXX, XXXXXX XXXXXX XX AMERICA, IN CONNECTION WITH ANY SUIT OR PROCEEDING BASED ON OR ARISING UNDER THIS PLEDGE ESCROW AGREEMENT, AND WHETHER ARISING IRREVOCABLY AGREES THAT ALL CLAIMS IN CONTRACT, TORT, EQUITY RESPECT OF SUCH SUIT OR OTHERWISE, SHALL PROCEEDING MAY BE RESOLVED DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. NOTWITHSTANDING THE FOREGOING, THE MATTERS IDENTIFIED IN 31 C.F.R. SECTIONS 357.10 AND 357.11 (AS IN EFFECT ON THE DATE OF THIS PLEDGE AGREEMENT) SHALL BE GOVERNED SOLELY BY THE LAWS SPECIFIED THEREIN AND THE MATTERS IDENTIFIED IN SECTION 9305(a)(3) OF THE CALIFORNIA UCC WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIAANY SUCH COURT.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Damages. (a) THIS PLEDGE ESCROW AND SECURITY AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH INTERPRETED UNDER THE LAWS OF THE STATE OF CALIFORNIANEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA, AND, AND ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE PLEDGOR, THE TRUSTEE, THE COLLATERAL SECURITY AGENT AND THE TRUSTEE AND/OR THE HOLDERS IN CONNECTION WITH THIS PLEDGE ESCROW AND SECURITY AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIANEW YORK. NOTWITHSTANDING THE FOREGOING, THE MATTERS IDENTIFIED IN 31 C.F.R. SECTIONS 357.10 AND 357.11 PART 357, 61 FED. REG. 43626 (AS IN EFFECT ON THE DATE OF THIS PLEDGE AGREEMENTAUGUST 23, 1996) SHALL BE GOVERNED SOLELY BY THE LAWS SPECIFIED THEREIN AND THEREIN. THE MATTERS IDENTIFIED IN SECTION 9305(a)(3) OF THE CALIFORNIA UCC WILL SECURITY ACCOUNT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIANEW YORK. REGARDLESS OF ANY PROVISION IN ANY OTHER AGREEMENT, FOR PURPOSES OF THE UCC, NEW YORK SHALL BE DEEMED TO BE THE SECURITY AGENT'S LOCATION AND THE ESCROWED INTEREST ACCOUNT (AS WELL AS THE SECURITIES ENTITLEMENTS RELATED THERETO) SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Damages. (a) THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIANEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF CALIFORNIANEW YORK, AND, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK, ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE PLEDGOR, THE TRUSTEE, THE COLLATERAL AGENT AND THE HOLDERS IN CONNECTION WITH THIS PLEDGE AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIANEW YORK. NOTWITHSTANDING THE FOREGOING, THE MATTERS IDENTIFIED IN 31 C.F.R. SECTIONS 357.10 AND 357.11 (AS IN EFFECT ON THE DATE OF THIS PLEDGE AGREEMENT) SHALL BE GOVERNED SOLELY BY THE LAWS SPECIFIED THEREIN AND THE MATTERS IDENTIFIED IN SECTION 9305(a)(3) OF THE CALIFORNIA UCC N.Y. UNIFORM COMMERCIAL CODE WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIANEW YORK.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Damages. (a) THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIANEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST GRANTED HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF CALIFORNIANEW YORK, AND, AND ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE PLEDGOR, THE TRUSTEE, THE COLLATERAL AGENT AND THE HOLDERS SECURITIES INTERMEDIARY IN CONNECTION WITH THIS PLEDGE AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIANEW YORK EXCEPT TO THE EXTENT, IF ANY, OTHERWISE PROVIDED IN THE APPLICABLE FEDERAL BOOK-ENTRY REGULATIONS. NOTWITHSTANDING THE FOREGOING, THE MATTERS IDENTIFIED IN 31 C.F.R. SECTIONS 357.10 AND 357.11 (AS IN EFFECT ON THE DATE OF THIS PLEDGE AGREEMENT) SHALL BE GOVERNED SOLELY BY THE LAWS SPECIFIED THEREIN AND THE MATTERS IDENTIFIED IN SECTION 9305(a)(39-305(a)(3) OF THE CALIFORNIA UCC WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIANEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).