BE IN COMPLIANCE WITH THE COMMUNICATIONS ACT AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER BY THE FEDERAL COMMUNICATIONS
COMMISSION, AND TO THE EXTENT REQUIRED THEREBY, SUBJECT TO THE PRIOR APPROVAL OF
THE FEDERAL COMMUNICATIONS COMMISSION
ARTICLE XXX. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. THE CUSTOMER AGREES THAT ANY ACTION OR CLAIM ARISING OUT OF, OR ANY
DISPUTE IN CONNECTION WITH, THIS AGREEMENT, ANY RIGHTS, REMEDIES, OBLIGATIONS,
OR DUTIES HEREUNDER, OR THE PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF, MAY BE
BROUGHT IN THE COURTS OF THE STATE OR ANY FEDERAL COURT SITTING THEREIN AND
CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURT AND TO SERVICE OF
PROCESS IN ANY SUCH SUIT BEING MADE UPON THE PERSON, AT THE ADDRESS AND THE
MANNER PROVIDED IN SECTION 9.09 OF THE CUSTOMER CREDIT AGREEMENT. THE CUSTOMER
HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF
ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT
COURT.
ARTICLE XXXI. WAIVER OF JURY TRIAL. THE CUSTOMER WAIVES ITS RIGHT TO A JURY
TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS AGREEMENT, ANY RIGHTS, REMEDIES, OBLIGATIONS, OR DUTIES
HEREUNDER, OR THE PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF. EXCEPT AS
PROHIBITED BY LAW, THE CUSTOMER WAIVES ANY RIGHT WHICH IT MAY HAVE TO CLAIM OR
RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES. THE CUSTOMER (I) CERTIFIES THAT NEITHER THE SECURED
PARTY NOR ANY REPRESENTATIVE, AGENT OR ATTORNEY OF THE SECURED PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE SECURED PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS OR OTHER WAIVERS
CONTAINED IN THIS AGREEMENT, AND (II) ACKNOWLEDGES THAT THE SECURED PARTY IS
RELYING UPON, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN
THIS SECTION 22.
ARTICLE XXXII. MISCELLANEOUS. THE HEADINGS OF EACH SECTION OF THIS AGREEMENT ARE
FOR CONVENIENCE ONLY AND SHALL NOT DEFINE OR LIMIT THE PROVISIONS THEREOF. THIS
AGREEMENT AND ALL RIGHTS AND OBLIGATIONS HEREUNDER SHALL BE BINDING UPON THE
CUSTOMER AND ITS RESPECTIVE SUCCESSORS AND ASSIGNS, AND SHALL INURE TO THE
BENEFIT OF THE SECURED PARTY AND ITS SUCCESSORS AND ASSIGNS. IF ANY TERM OF THIS
AGREEMENT SHALL BE HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE, THE VALIDITY OF
ALL OTHER TERMS HEREOF SHALL IN NO WAY BE AFFECTED THEREBY, AND THIS AGREEMENT
SHALL BE CONSTRUED AND BE ENFORCEABLE AS IF SUCH INVALID, ILLEGAL OR
UNENFORCEABLE TERM HAD NOT BEEN INCLUDED HEREIN. THE CUSTOMER ACKNOWLEDGES
RECEIPT OF A COPY OF THIS AGREEMENT.
IN WITNESS WHEREOF, intending to be legally bound, the Customer has caused this
Agreement to be duly executed as of the date first above written.
SIRIUS SATELLITE RADIO INC.
By: /s/ Patrick Donnelly
Name: Patrick Donnelly