5.3 Any failure or delay in exercising any right, power or privilege in respect of this First Amendment will not be presumed to operate as a waiver thereof. 5.4 This First Amendment shall be governed by the law (and not the law of conflicts) of the State of New York. 5.5 This First Amendment may be executed and delivered in counterparts (including by facsimile or email transmission), each of which will be deemed an original. (Remainder of page left blank.) 6453312 6 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0 110653 CONFIDENTIAL SDNY_GM_00256837 EFTA01453179