THIS AGREEMENT, AND ALL ACTIONS, CAUSES OF ACTION OR CLAIMS OF ANY KIND (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATED TO THIS AGREEMENT, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF; PROVIDED, THE INTERPRETATION OF (I) AN “ACQUIRED BUSINESS MATERIAL ADVERSE EFFECT” AND WHETHER AN “ACQUIRED BUSINESS MATERIAL ADVERSE EFFECT” HAS OCCURRED, (II) THE ACCURACY OF ANY REPRESENTATION MADE BY THE ACQUIRED BUSINESS AND WHETHER AS A RESULT OF ANY INACCURACY THEREOF THE BORROWER (OR AN AFFILIATE) HAVE THE RIGHT (WITHOUT REGARD TO ANY NOTICE REQUIREMENT) TO TERMINATE THE BORROWER’S (OR SUCH AFFILIATE’S OBLIGATIONS (OR TO REFUSE TO CONSUMMATE THE TRANSACTIONS) UNDER THE ACQUISITION AGREEMENT AND (III) WHETHER THE TRANSACTIONS HAVE BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE ACQUISITION AGREEMENT, IN EACH CASE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE; PROVIDED, FURTHER, THAT, WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE ACQUISITION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY AND WHICH DO NOT INVOLVE ANY CLAIMS BY OR AGAINST THE ADMINISTRATIVE AGENT OR THE LENDERS OR TO WHICH THE ADMINISTRATIVE AGENT OR THE LENDERS ARE NOT OTHERWISE A PARTY, THIS SENTENCE SHALL NOT OVERRIDE ANY JURISDICTION PROVISIONS SET FORTH IN THE ACQUISITION AGREEMENT.