This Agreement (and all matters arising, directly or indirectly, from it) shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the conflicts of law principles thereof. Each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of the Bankruptcy Court and the United States District Court for the Southern District of New York located in New York County (and the appropriate appellate courts therefrom) for the purpose of any proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby, and irrevocably waive the defense of an inconvenient forum to the maintenance of any such proceeding. The Parties consent to service of process by mail (in accordance with Section 8.7 of the Purchase Agreement to which they are a party) or any other manner permitted by law.