SECTION 6.05 Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws
of Japan without reference to any rules of conflict of laws.
SECTION 6.06 Jurisdiction
Any action or proceedings arising out or relating to this Agreement may be
instituted in the Tokyo District Court to its exclusive jurisdiction of which the
Borrower hereby expressly agrees to submit.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunder duly authorized, as of the date first
written above.