THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. (i) FOR PURPOSES OF THE UCC, NEW YORK SHALL BE THE JURISDICTION OF THE DEPOSITARY BANK FOR PURPOSES OF SECTIONS 8-110 AND, IF APPLICABLE, 9-304 AND 9-305 OF THE UCC AND (ii) THE ACCOUNTS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.