The interpretation and construction of this Agreement, and all matters relating to this Agreement, will be governed by the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York without giving effect to any conflict of law provisions thereof.  Each of the parties agrees that any legal action or proceeding with respect to this Agreement may be brought in the federal and state courts located in the State of New York, and, by execution and delivery of this Agreement, each party to this Agreement irrevocably submits itself in respect of its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts in any legal action or proceeding arising out of this Agreement.  Each of the parties irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to in the preceding sentence.  Each party consents to process being served in any such action or proceeding by the mailing of a copy thereof to the address (set forth in Section 5.2 ) below its name and agrees that such service upon receipt will constitute good and sufficient service of process or notice thereof.  Nothing in this paragraph will affect or eliminate any right to serve process in any other manner permitted by law.