American Home Shield 2013 Annual Report Download - page 238

comparable provisions; provided, further, that any amendment adversely affecting the rights of the CD&R Investors hereunder must be
consented to by the CD&R Investors.
(f) Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be
assignable by the Company or the Director without the prior written consent of the other parties, provided that the CD&R Investors may assign from
time to time all or any portion of their respective rights under this Agreement, to one or more persons or other entities designated by each of them.
(g) Applicable Law. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware regardless of
the application of rules of conflict of law that would apply the laws of any other jurisdiction.
(h) Waiver of Jury Trial. Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by
jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated hereby. Each party ( i) certifies that no
representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation,
seek to enforce the foregoing waiver and ( ii) acknowledges that it and the other parties have been induced to enter into the Agreement by, among other
things, the mutual waivers and certifications in this Section 11(h).
(i) Section and Other Headings, etc. The section and other headings contained in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Agreement.
(j) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and
all of which together shall constitute one and the same instrument.
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