Governing Law; Jurisdiction; Attorney Fees. This Agreement and any other Transfer Documents shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, U.S.A., including all matters of construction, validity and performance, without giving effect to principles of conflicts of law. The United States District Court for the Southern District of New York shall serve as the exclusive forum for any such dispute and the parties irrevocably consent to the jurisdiction of such courts.
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