This Agreement may be amended, supplemented or waived at any time and from time to time by an instrument in writing signed by each party hereto, or their respective permitted successors or assigns. This Agreement may be executed through the use of separate signature pages and in any number of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement binding on all the parties, notwithstanding that all the parties are not signatories to the same counterpart. Delivery of the signature pages by facsimile or electronic mail shall constitute due execution. The provisions of this Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. A Subsidiary may assign, sell or otherwise dispose of all or any part of its right, title and interest in and to this Agreement only with the consent of the Manager and only to the extent permitted under applicable law.