ITF

32 (d) The Board may formulate, approve, issue, adopt, interpret and amend the Bye- laws, not being inconsistent with the Memorandum and Articles, as it deems necessary or expedient or convenient for the proper conduct and management of the Company. 33. ARBITRATION (a) THIS ARTICLE 33 APPLIES TO ANY LEGAL dispute OF ANY KIND ARISING (i) between THE COMPANY AND ONE OR MORE MemberS; (ii) between the Company and any other individual or organization THAT DOES BUSINESS WITH THE COMPANY OR IS INVOLVED IN ANY OF THE CIRCUITS OR COMPETITIONS OF THE COMPANY OR THAT OTHERWISE OPERATES WITHIN THE SPORT OF TENNIS; AND (III) BETWEEN TWO OR MORE MEMBERS (EACH, A "DISPUTE"). (b) WHERE A DISPUTE IS REFERRED UNDER ANY OF THE ITF RULES AND REGULATIONS TO THE ITF INTERNAL ADJUDICATION PANEL OR THE INDEPENDENT TRIBUNAL, THE PARTIES TO THE DISPUTE WILL BE DEEMED TO HAVE AGREED TO SUBMIT TO THE JURISDICTION OF THAT BODY TO RESOLVE THE DISPUTE IN ACCORDANCE WITH THAT BODY'S PROCEDURAL RULES, THEY SHALL NOT BRING ANY ACTION OR CLAIM THAT CONFLICTS WITH THAT JURISDICTION, AND THEY SHALL BE BOUND BY THE DECISION OF THAT BODY (SUBJECT TO ANY APPEAL RIGHTS ESTABLISHED IN THE RELEVANT ITF RULES AND REGULATIONS). (C) WHERE A DISPUTE IS NOT REFERRED UNDER ANY OF THE ITF RULES AND REGULATIONS TO THE ITF INTERNAL ADJUDICATION PANEL OR THE INDEPENDENT TRIBUNAL, THE PARTIES TO THE DISPUTE WILL BE DEEMED TO HAVE AGREED TO SUBMIT THE DISPUTE to the Court of Arbitration for Sport IN Lausanne, Switzerland ("CAS"), FOR RESOLUTION BY ARBITRATION IN ACCORDANCE WITH THE CAS CODE OF SPORTS-RELATED ARBITRATION, THEY SHALL NOT BRING ANY ACTION OR CLAIM THAT CONFLICTS WITH THAT SUBMISSION TO THE JURISDICTION OF THE CAS, AND THEY SHALL BE BOUND BY THE DECISIONS OF THE CAS. (D) WHERE THE COMPANY IS A PARTY TO A DISPUTE, THE GOVERNING LAW OF THE DISPUTE SHALL BE ENGLISH LAW, THE PROCEEDINGS TO RESOLVE THE DISPUTE SHALL BE CONDUCTED IN ENGLISH, AND (UNLESS OTHERWISE AGREED BY THE COMPANY) ANY HEARINGS SHALL TAKE PLACE IN LONDON, ENGLAND. 34. DISSOLUTION The Company shall not be dissolved except at a General Meeting of the Members specifically convened for the purpose and carried by a four- fifths majority Resolutions of the Council in respect of the same. 35. APPLICATION OF THE COMPANY'S FUNDS IN THE EVENT OF DISSOLUTION In the event of the dissolution of the Company, the surplus assets of the Company shall be paid to the Class A Members as Trustees of the ITF Trust upon the trusts declared therein save that any funds held in any account designated "Grand Slam Development Fund" shall be transferred to such trustees as may be appointed by the Chairmen of the four Grand Slam Championships, who will continue to hold and administer the Fund for the designated purposes as determined from time to time.

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