This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York, applicable to agreements made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relating to the subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged.

This Agreement shall be construeddeemed to have been made in the State of New York and enforcedshall be governed by and construed in accordance with, and governed by,with the laws of the State of New York, applicableYork without regard to agreements made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relating to the subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiverconflict of any provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged.law rules thereof.

Governing Law. This Agreement shall be construedgoverned by and enforcedconstrued in accordance with, and governed by,with the laws of the State of New York, applicableYork without regard to agreements made and toprinciples of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be performedbrought only in the State of New York. This Agreement supersedes all prior Agreements and understandings relatingThe parties to the subject matter hereof, and this Agreement mayhereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not be modifiedassert any defense based on lack of jurisdiction or amendedvenue or any term or provision thereof waived or discharged except in writing signed bybased upon forum non conveniens. In the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiver ofevent that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be valid unless in writing and signed bydeemed inoperative to the person or party to be charged.extent that it

This Agreement shall be construedgoverned by and enforcedconstrued in accordance with, and governed by,with the laws of the State of New York,York applicable to agreements made and to be fully performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement, will be heard only in the state or federal courts located in the City of New York, State of New York. This Agreement supersedes all prior Agreements and understandings relatingThe parties hereto expressly agree to submit themselves to the subject matter hereof, and this Agreementjurisdiction of the foregoing courts in the City of New York, State of New York. The parties hereto expressly waive any rights they may not be modifiedhave to contest the jurisdiction, venue or amended or any term or provision thereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiverauthority of any provisioncourt sitting in the City and State of this Agreement shall be valid unless in writing and signed by the person or party to be charged.New York.

This Agreement shall be construed and enforced in accordance with,with and governed by,by the internal laws of the State of New York, applicable to agreements made andYork. Wherever possible each provision of this Agreement shall be interpreted in such manner as to be performed in New York. This Agreement supersedes all prior Agreementseffective and understandings relating to the subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiver ofvalid under applicable law, but if any provision of this Agreement shall be valid unless in writing and signedprohibited by or invalid under such law, such provision shall be ineffective to the personextent of such prohibition or party to be charged.invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the lawslaw of the State of New York, applicable to agreements made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relating toYork excluding choice-of-law principles of the subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in writing signed bylaw of such state that would permit the party against whomapplication of the laws of a jurisdiction other than such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged.state.

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the lawslaw of the State of New York, applicable to agreements made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relating toYork excluding choice-of-law principles of the subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in writing signed bylaw of such State that would require the party against whomapplication of the laws of a jurisdiction other than such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged.State.

Law Governing. This Agreement shall be construedgoverned by and enforcedconstrued in accordance with, and governed by,with the laws of the State of New York, applicable to agreementsYork governing contracts made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relatingYork without regard to the subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiverconflict of any provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged.law principles thereof.