Contract analysis

Section 15.1 — Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles that would cause the application of the laws of any other jurisdiction, including, without limitation, the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. The parties acknowledge that this Agreement relates to the inte

Section 15.2 — Jurisdiction; Venue; Waiver of Jury Trial The parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court declines to exercise jurisdiction, the Superior Court of the State of Delaware, or the United States District Court for the District of Delaware) for the purposes of any suit, action, or other proceeding arising out of or rela

Section 15.3 — Entire Agreement This Agreement, together with the LLC Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether oral or written, relating to the subject matter hereof. No party has relied on any representation or warranty n

Section 15.4 — Amendment; Waiver No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by each of the Company, the Member, the Independent Director, the Senior Lender, and the Mezzanine Lender. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof

Section 15.5 — Severability If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic an

Section 15.6 — Assignment The Independent Director may not assign, delegate, or otherwise transfer any of the Independent Director's duties, obligations, or rights under this Agreement without the prior written consent of the Company, the Member, the Senior Lender, and the Mezzanine Lender. The Company may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the

Section 15.7 — Counterparts; Electronic Execution This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic transmission (including by email in portable document format (.pdf)) shall be deemed to be, and sha

Section 15.8 — Headings The section and subsection headings contained in this Agreement are for reference and convenience only, shall not be deemed part of this Agreement, and shall not affect in any way the meaning, interpretation, or enforceability of any provision hereof.

Section 15.9 — Interpretation References in this Agreement to the Senior Loan Agreement, the Mezzanine Loan Agreement, and the LLC Agreement shall include all amendments, supplements, restatements, and modifications thereof from time to time in effect in accordance with their respective terms. Defined terms used in this Agreement shall have the same meanings when used in any notice, certificate, consent, or other doc