This Agreement shall be governed by, and construed in accordance with, the laws of England. Each of the parties hereto irrevocably agrees for the benefit of each of the Agent and the Subordinated Creditors that the courts of England shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes which may arise out of or in connection with this Agreement, and for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts.