Common use of Debt Financing Matters Clause in Contracts

Debt Financing Matters. The parties hereby agree that (a) no Debt Financing Source shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) to any Company Related Parties for any claims, causes of action, obligations or losses, and the Company hereby waives (on behalf of itself and each of its Subsidiaries) to the extent permitted by Applicable Law any rights or claims against any Debt Financing Source, in each case arising under, out of, in connection with or related in any manner to this Agreement, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing or based on, in respect of or by reason of this Agreement, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing or its negotiation, execution, performance or breach, (b) any claim, suit, action or proceeding of any kind or description (whether at law, in equity, in contract, in tort or otherwise) involving any Debt Financing Source arising out of or relating to the transactions contemplated pursuant to this Agreement shall be subject to the exclusive jurisdiction of a state or federal court sitting in the City of New York, Borough of Manhattan, (c) any such claim, suit, action or proceeding and any interpretation of the Debt Financing Commitment Letter or the fee letter will be governed by, and construed and interpreted in accordance with, the laws of the State of New York, (d) no party hereto will bring, permit any of their respective Affiliates to bring, or support anyone else in bringing, any such claim, suit, action or proceeding in any other court, (e) the waiver of rights to trial by jury set forth in Section 9.08 applies to any such claim, suit, action or proceeding, (f) only the parties to the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing at their own direction shall be permitted to bring any claim against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing, (g) no amendment or waiver of this Section 9.15 that is adverse to the Debt Financing Sources shall be effective without the prior written consent of the Debt Financing Sources and (h) the Debt Financing Sources are express and intended third party beneficiaries of this Section 9.15 (including any other Section of this Agreement or defined term directly or indirectly referenced in this Section 9.15 (solely as used in this Section). Notwithstanding the foregoing, nothing in this Section 9.15 shall limit the rights of Merger Sub, Parent or their respective Affiliates under the Debt Financing Commitment Letter or of Merger Sub, Parent, the Company or their respective Affiliates under the definitive financing agreements executed in connection with the Debt Financing or Alternative Debt Financing to the extent such Person is or becomes a party thereto or the liabilities or obligations of the Debt Financing Sources under the Existing Credit Agreement, the Debt Financing Commitment Letter or the definitive financing agreements executed in connection with the Debt Financing or any Alternative Debt Financing. This Section 9.15 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.

Debt Financing Matters. The parties hereby agree that (a) no Debt Financing Source shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) to any Company Related Parties for any claims, causes of action, obligations or losses, and the Company hereby waives (on behalf of itself and each of its Subsidiaries) to the extent permitted by Applicable Law any rights or claims against any Debt Financing Source, in each case arising under, out of, in connection with or related in any manner to this Agreement, the Debt Financing Commitment Letter or the performance thereof of the financings contemplated thereby or any documentation with respect to an Alternative Debt Financing or based on, in respect of or by reason of this Agreement, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing or its negotiation, execution, performance or breach, (b) any claim, suit, action or proceeding of any kind or description (whether at law, in equity, in contract, in tort or otherwise) involving any Debt Financing Source arising out of or relating to the transactions contemplated pursuant to this Agreement Agreement, including, but not limited to, any claim, suit, action or proceeding arising out of or relating in any way to the Debt Financing Commitment Letter or the performance thereof of the financings contemplated thereby, shall be subject to the exclusive jurisdiction of a state or federal court sitting in the City of New York, Borough of Manhattan, (c) any such claim, suit, action or proceeding and any interpretation of the Debt Financing Commitment Letter or the fee letter will be governed by, and construed and interpreted in accordance with, the laws of the State of New York, (d) no party hereto will bring, permit any of their respective Affiliates to bring, or support anyone else in bringing, any such claim, suit, action or proceeding in any other court, (e) the waiver of rights to trial by jury set forth in Section 9.08 applies to any such claim, suit, action or proceeding, (f) only the parties to the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing at their own direction shall be permitted to bring any claim against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing, (g) no amendment or waiver of this Section 9.15 (including any related definitions) that is adverse to the Debt Financing Sources shall be effective without the prior written consent of the Debt Financing Sources and (h) the Debt Financing Sources are express and intended third party beneficiaries of this Section 9.15 (including any other Section of this Agreement or defined term directly or indirectly referenced in this Section 9.15 (solely as used in this Section). Notwithstanding the foregoing, nothing in this Section 9.15 shall limit the rights of Merger Sub, Parent or their respective Affiliates under the Debt Financing Commitment Letter or of Merger Sub, Parent, the Company or their respective Affiliates under the definitive financing agreements executed in connection with the Debt Financing or Alternative Debt Financing to the extent such Person is or becomes a party thereto or the liabilities or obligations of the Debt Financing Sources under the Existing Credit Agreement, the Debt Financing Commitment Letter or the definitive financing agreements executed in connection with the Debt Financing or any Alternative Debt Financing. This Section 9.15 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.

Debt Financing Matters. The parties Company, on behalf of itself, its Subsidiaries and each of its Affiliates, hereby agree that agrees that, notwithstanding anything to the contrary contained herein, (a) no Debt Financing Source shall have any liability to the Company, its Subsidiaries or its Affiliate (whether in contract or in tort, in law or in equity, or granted by statute) to any Company Related Parties for any claims, causes of action, obligations or losses, and the Company hereby waives (on behalf of itself and each of its Subsidiaries) to the extent permitted by Applicable Law any rights or claims against any Debt Financing Source, in each case losses arising under, out of, in connection with or related in any manner to this Agreement, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing Agreement or based on, in respect of or by reason of this Agreement, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing Agreement or its negotiation, execution, performance or breachbreach (provided that nothing in this Section 9.17 shall limit the liability or obligations of the Debt Financing Sources under the Debt Commitment Letter or any Definitive Financing Agreement), (b) any claim, suit, action or proceeding of any kind or description (whether at law, in equity, in contract, in tort or otherwise) involving the Company, its Subsidiaries or any of its Affiliates, on one hand, and any Debt Financing Source Source, on the other hand, arising out of or relating to the transactions contemplated pursuant to this Agreement Agreement, the Debt Financing, the Debt Commitment Letters or the performance of services thereunder shall be subject to the exclusive jurisdiction of a any state or federal Federal court sitting in the Borough of Manhattan in the City of New York, Borough of Manhattan, (c) any such claim, suit, action or proceeding of any kind or description (whether at law, in equity, in contract, in tort or otherwise) involving the Company, its Subsidiaries or any of its Affiliates, on one hand, and any interpretation Debt Financing Source, on the other hand, arising out of or relating to the transactions contemplated pursuant to this Agreement, the Debt Financing Financing, the Debt Commitment Letter Letters or the fee letter will performance of services thereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New YorkYork (except as expressly set forth in the terms of the Debt Commitment Letter or any definitive agreement related thereto), (d) no party hereto will bringnone of the Company, permit any of its Subsidiaries or any of their respective Affiliates to will bring, or support anyone else in bringing, any such claim, suit, action or proceeding in any other courtcourt against the Debt Financing Sources, (e) the waiver of rights to trial by jury set forth in Section 9.08 9.13 applies to any such claim, suit, action or proceedingproceeding against any Debt Financing Source, (f) only none of the parties to the Debt Financing Commitment Letter Company, any of its Subsidiaries or any documentation with respect to an Alternative Debt Financing at of their own direction Affiliates shall be permitted to bring any claim against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt FinancingLetters, (g) no amendment or waiver of Section 8.3(a) (solely as and to the extent it relates to the Debt Financing Sources) and this Section 9.15 9.17 (or any definition of a defined term used in Section 8.3(a) (solely as and to the extent it relates to the Debt Financing Sources) or this Section 9.17 to the extent any amendment thereof would modify the substance of Section 8.3(a) or this Section 9.17) that is adverse to the Debt Financing Sources shall be effective without the prior written consent of the Debt Financing Sources that are party to the Debt Commitment Letters and (h) the Debt Financing Sources are express and intended third party beneficiaries of this Section 9.15 (including any other Section of this Agreement or defined term directly or indirectly referenced in this Section 9.15 8.3(a) (solely as used in and to the extent it relates to the Debt Financing Sources) and this Section)Section 9.17. Notwithstanding the foregoing, nothing in this Section 9.15 9.17 shall in any way limit the rights of Merger Sub, or modify any Debt Financing Source’s obligations to Parent or their respective Affiliates Merger Sub under the Debt Financing Commitment Letter Letter, any Definitive Agreement, or of Merger Sub, Parent, the Company or their respective Affiliates under the definitive financing agreements executed in connection with any other document relating to the Debt Financing or Alternative Debt Financing to (following the extent such Person is or becomes a party thereto or Closing Date) the liabilities or obligations rights of the Company and its Subsidiaries against the Debt Financing Sources under the Existing Credit Agreement, the Debt Financing Commitment Letter or the definitive financing agreements executed in connection with respect to the Debt Financing or any Alternative Debt Financingof the transactions contemplated thereby or any services thereunder. This Section 9.15 9.17 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.

Debt Financing Matters. The parties hereby agree that (a) no Debt Financing Source Seller and its respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any liability (whether in contract or in tort, in law or in equity, or granted by statute) to any Company Related Parties for any claims, causes of action, obligations or losses, and the Company hereby waives (on behalf of itself and each of its Subsidiaries) to the extent permitted by Applicable Law any rights or claims against any Debt Financing Sourceof the commercial banks, in each case arising under, out of, investment banks or other financial institutions providing financing to Purchaser in connection with the transactions contemplated by this Agreement (such financing, the “Debt Financing”) and any arrangers, administrative agents, collateral agents or related trustees involved in such financing, and their respective Affiliates, officers, directors, employees, attorneys, advisors, agents and representatives (each a “Debt Financing Party”) in any manner way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the performance of any financing commitments of such Debt Financing Commitment Letter or any documentation Party with respect to an Alternative Debt Financing or based onthe transactions contemplated hereby, in respect of or by reason of this Agreement, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing or its negotiation, execution, performance or breach, (b) any claim, suit, action or proceeding of any kind or description (whether at law, in law or equity, in contract, in tort or otherwise) involving any . No Debt Financing Source Party shall have any liability (whether in contract, in tort or otherwise) to the Seller and its respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby, including any dispute arising out of or relating in any way to the transactions contemplated pursuant to this Agreement performance of any financing commitments. Without limiting the foregoing, it is agreed that any claims or causes of action brought against any Debt Financing Party in its capacity as such will not be brought in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York and shall be subject to governed by the exclusive jurisdiction law of a state the State of New York and the parties hereto will not support any claim or cause of action brought against any Debt Financing Party outside of the federal court sitting and New York State courts located in the Borough of Manhattan within the City of New York, Borough of Manhattan, (c) any such claim, suit, action or proceeding and any interpretation of the Debt Financing Commitment Letter or the fee letter will be governed by, and construed and interpreted in accordance with, the laws of the State of New York, (d) no . Each party hereto will bring, permit irrevocably waives any of their respective Affiliates to bring, or support anyone else in bringing, any such claim, suit, action or proceeding in any other court, (e) the waiver of rights and all right to trial by jury set forth in Section 9.08 applies any legal proceeding involving any Debt Financing Party arising out of or related to any such claim, suit, action this Agreement or proceeding, (f) only the parties to transactions contemplated hereby. It is further agreed that the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing at their own direction Parties are intended third-party beneficiaries of, and shall be permitted to bring any claim against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant entitled to the terms of the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financingprotections of, (g) no amendment or waiver of this Section 9.15 that is adverse to the Debt Financing Sources shall be effective without the prior written consent of the Debt Financing Sources and (h) the Debt Financing Sources are express and intended third party beneficiaries of this Section 9.15 (including any other Section of this Agreement or defined term directly or indirectly referenced in this Section 9.15 (solely as used in this Section). Notwithstanding the foregoing, nothing in this Section 9.15 shall limit the rights of Merger Sub, Parent or their respective Affiliates under the Debt Financing Commitment Letter or of Merger Sub, Parent, the Company or their respective Affiliates under the definitive financing agreements executed in connection with the Debt Financing or Alternative Debt Financing to the extent such Person is or becomes a party thereto or the liabilities or obligations of the Debt Financing Sources under the Existing Credit Agreement, the Debt Financing Commitment Letter or the definitive financing agreements executed in connection with the Debt Financing or any Alternative Debt Financing. This Section 9.15 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contraryprovision.

Debt Financing Matters. The parties hereby agree that (a) no Debt Financing Source shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) to any Company Related Parties for any claims, causes of action, obligations or losses, and the Company hereby waives (on behalf of itself and each of its Subsidiaries) to the extent permitted by Applicable Law any rights or claims against any Debt Financing Source, in each case arising under, out of, in connection with or related in any manner to this Agreement, Agreement or any debt commitment letter entered into in connection with the Debt Financing Commitment Letter or any documentation with respect to an Alternative (a “Debt Financing Commitment Letter”) or based on, in respect of or by reason of this Agreement, the Agreement or any Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing or its negotiation, execution, performance or breach, (b) any claim, suit, action or proceeding of any kind or description (whether at law, in equity, in contract, in tort or otherwise) involving any Debt Financing Source arising out of or relating to the transactions contemplated pursuant to this Agreement shall be subject to the exclusive jurisdiction of a state or federal court sitting in the City of New York, Borough of Manhattan, (c) any such claim, suit, action or proceeding and any interpretation of the any Debt Financing Commitment Letter or the fee letter will be governed by, and construed and interpreted in accordance with, the laws of the State of New York, (d) no party hereto will bring, permit any of their respective Affiliates to bring, or support anyone else in bringing, any such claim, suit, action or proceeding in any other court, (e) the waiver of rights to trial by jury set forth in Section 9.08 applies to any such claim, suit, action or proceeding, (f) only the parties to the any Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing at their own direction shall be permitted to bring any claim against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the any Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt FinancingLetter, (g) no amendment or waiver of this Section 9.15 that is adverse to the Debt Financing Sources shall be effective without the prior written consent of the Debt Financing Sources and (h) the Debt Financing Sources are express and intended third party beneficiaries of this Section 9.15 (including any other Section of this Agreement or defined term directly or indirectly referenced in this Section 9.15 (solely as used in this Section)). Notwithstanding the foregoing, nothing in this Section 9.15 shall limit the rights of Merger Sub, Parent or their respective Affiliates under the any Debt Financing Commitment Letter or of Merger Sub, Parent, the Company or their respective Affiliates under the definitive financing agreements executed in connection with the Debt Financing or Alternative Debt Financing to the extent such Person is or becomes a party thereto or the liabilities or obligations of the Debt Financing Sources under the Existing Credit Agreement, the any Debt Financing Commitment Letter or the definitive financing agreements executed in connection with the Debt Financing or any Alternative Debt Financing. This Section 9.15 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.

Debt Financing Matters. The parties hereby agree that (a) no Debt Financing Source shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) to any Company Related Parties for any claims, causes of action, obligations or losses, and the Company hereby waives (on behalf of itself and each of its Subsidiaries) to the extent permitted by Applicable Law any rights or claims against any Debt Financing Source, in each case losses arising under, out of, in connection with or related in any manner to this Agreement, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing Agreement or based on, in respect of or by reason of this Agreement, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing Agreement or its negotiation, execution, performance or breachbreach (provided that nothing in this Section 9.16 shall limit the liability or obligations of the Financing Sources under the Debt Commitment Letter or the Fee Letters), (b) any claim, suit, action or proceeding of any kind or description (whether at law, in equity, in contract, in tort or otherwise) involving any Debt Financing Source arising out of or relating to the transactions contemplated pursuant to this Agreement Agreement, the Debt Financing, the Debt Commitment Letter, the Fee Letters or the performance of services thereunder shall be subject to the exclusive jurisdiction of a state or federal court sitting in the Borough of Manhattan in the City of New York, Borough of Manhattan, (c) any such claim, suit, action or proceeding and any interpretation of the Debt Financing Commitment Letter or the fee letter Fee Letters will be governed by, and construed and interpreted in accordance with, the laws of the State of New York, (d) no party hereto will bring, permit any of their respective Affiliates to bring, or support anyone else in bringing, any such claim, suit, action or proceeding in any other court, (e) the waiver of rights to trial by jury set forth in Section 9.08 9.12 applies to any such claim, suit, action or proceeding, (f) only Parent and Merger Sub (including any of their respective successors and permitted assigns under the Debt Commitment Letter) and the other parties to the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing at their own direction shall be permitted to bring any claim against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt FinancingLetter, (g) no amendment or waiver of this Section 9.15 9.16 that is adverse in any material respect to the Debt Financing Sources shall be effective without the prior written consent of the Debt Financing Sources that are party to the Debt Commitment Letter, and (h) the Debt Financing Sources are express and intended third party beneficiaries of this Section 9.15 (including any other Section of this Agreement or defined term directly or indirectly referenced in this Section 9.15 (solely as used in this Section). Notwithstanding the foregoing, nothing in this Section 9.15 shall limit the rights of Merger Sub, Parent or their respective Affiliates under the Debt Financing Commitment Letter or of Merger Sub, Parent, the Company or their respective Affiliates under the definitive financing agreements executed in connection with the Debt Financing or Alternative Debt Financing to the extent such Person is or becomes a party thereto or the liabilities or obligations of the Debt Financing Sources under the Existing Credit Agreement, the Debt Financing Commitment Letter or the definitive financing agreements executed in connection with the Debt Financing or any Alternative Debt Financing9.16. This Section 9.15 9.16 shall, solely with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.

Debt Financing Matters. The parties parties, on behalf of themselves and on behalf of each of their respective Affiliates, hereby agree that (a) no Debt Financing Source shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) to any Company Related Parties for any claims, causes of action, obligations or losses, and the Company hereby waives (on behalf of itself and each of its Subsidiaries) to the extent permitted by Applicable Law any rights or claims against any Debt Financing Source, in each case losses arising under, out of, in connection with or related in any manner to this Agreement, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing Agreement or based on, in respect of or by reason of this Agreement, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing Agreement or its negotiation, execution, performance or breachbreach (provided that nothing in this Section 8.13 shall limit the liability or obligations of the Debt Financing Sources under the Debt Commitment Letter, the Debt Fee Letter or any other Debt Financing Document), (b) any claim, suit, action or proceeding of any kind or description (whether at law, in equity, in contract, in tort or otherwise) involving any Debt Financing Source arising out of or relating to the transactions contemplated pursuant to this Agreement Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Fee Letter or the performance of services thereunder shall be subject to the exclusive jurisdiction of a state or federal court sitting in the City of New York, Borough of ManhattanNew York, (c) any such claim, suit, action or proceeding and any interpretation of the Debt Financing Commitment Letter or the fee letter Debt Fee Letter will be governed by, and construed and interpreted in accordance with, the laws of the State of New York, (d) no party hereto will bring, permit any of their respective Affiliates to bring, or support anyone else in bringing, any such claim, suit, action or proceeding in any other court, (e) the waiver of rights to trial by jury set forth in Section 9.08 8.5(b) applies to any such claim, suit, action or proceeding, (f) only Buyer (including its permitted successors and assigns under the Debt Commitment Letter) and the other parties to the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing at their own direction shall be permitted to bring any claim against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing, and (g) no amendment or waiver of Section 7.3(c), the first proviso in the first sentence of Section 8.6, the proviso in the last sentence of Section 8.10 and this Section 9.15 8.13, that is adverse to the Debt Financing Sources shall be effective without the prior written consent of the Debt Financing Sources and (h) party to the Debt Financing Sources are express and intended third party beneficiaries of this Section 9.15 (including any other Section of this Agreement or defined term directly or indirectly referenced in this Section 9.15 (solely as used in this Section). Notwithstanding the foregoing, nothing in this Section 9.15 shall limit the rights of Merger Sub, Parent or their respective Affiliates under the Debt Financing Commitment Letter or of Merger Sub, Parent, the Company or their respective Affiliates under the definitive financing agreements executed in connection with the Debt Financing or Alternative Debt Financing to the extent such Person is or becomes a party thereto or the liabilities or obligations of the Debt Financing Sources under the Existing Credit Agreement, the Debt Financing Commitment Letter or the definitive financing agreements executed in connection with the Debt Financing or any Alternative Debt FinancingLetter. This Section 9.15 8.13 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.

Debt Financing Matters. The parties Notwithstanding anything herein to the contrary, the Parties hereby agree that (a) no Debt Financing Source shall have any liability (whether in contract or in tort, in at law or in equity, or granted by statute) to any Company Related Parties for any claims, causes of action, obligations or losses, and the Company hereby waives (on behalf of itself and each of its Subsidiaries) to the extent permitted by Applicable Law any rights or claims against any Debt Financing Source, in each case losses arising under, out of, in connection with or related in any manner to this Agreement, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing Agreement or based on, in respect of or by reason of this Agreement, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing Agreement or its negotiation, execution, performance or breachbreach (provided that nothing in this Section 11.22 shall limit the liability or obligations of the Debt Financing Sources under any debt commitment letter or any fee letter related to such debt commitment letter, in each case, as such letters may be amended, supplemented or otherwise modified from time to time), (b) any claim, suit, action or proceeding of any kind or description (whether at law, in equity, in contract, in tort or otherwise) involving any Debt Financing Source arising out of or relating to the transactions contemplated pursuant to this Agreement Agreement, the Debt Financing, any debt commitment letter, any debt fee letter or the performance of services thereunder shall be subject to the exclusive jurisdiction of a state or any federal court sitting in the Borough of Manhattan in the City of New York or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, Borough of Manhattanand any appellate court from any thereof, (c) any such claim, suit, action or proceeding and any interpretation of the Debt Financing Commitment Letter any debt commitment letter or the debt fee letter will be governed by, and construed and interpreted in accordance with, the laws of the State of New York, (d) no party hereto will bring, permit any of their respective Affiliates to bring, or support anyone else in bringing, any such claim, suit, action or proceeding in any other court, (e) the waiver of rights to trial by jury set forth in Section 9.08 11.12 applies to any such claim, suit, action or proceeding, (f) only the Buyer (including its permitted successors and assigns under any debt commitment letter) and the other parties to the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing debt commitment letter at their own direction shall be permitted to bring any claim against a Debt Financing Source for failing to satisfy any obligation relating to fund the Debt Financing pursuant to the terms of the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financingdebt commitment letter, (g) no amendment or waiver of this Section 9.15 11.22 that is adverse in any material respect to the any Debt Financing Sources Source shall be effective without the prior written consent of such Debt Financing Source (or, in the case of any Debt Financing Source that is not a party to any debt commitment letter or definitive agreement with the Buyer, without the prior written consent of the Debt Financing Sources Source with whom it is affiliated that has entered into a debt commitment letter or definitive agreement with the Buyer and from whom its rights arise) and (h) the Debt Financing Sources are express and intended third party beneficiaries of this Section 9.15 (including any other Section of this Agreement or defined term directly or indirectly referenced in this Section 9.15 (solely as used in this Section). Notwithstanding the foregoing, nothing in this Section 9.15 shall limit the rights of Merger Sub, Parent or their respective Affiliates under the Debt Financing Commitment Letter or of Merger Sub, Parent, the Company or their respective Affiliates under the definitive financing agreements executed in connection with the Debt Financing or Alternative Debt Financing to the extent such Person is or becomes a party thereto or the liabilities or obligations of the Debt Financing Sources under the Existing Credit Agreement, the Debt Financing Commitment Letter or the definitive financing agreements executed in connection with the Debt Financing or any Alternative Debt Financing11.22. This Section 9.15 11.22 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.

Debt Financing Matters. The parties hereby agree that Notwithstanding anything in this Agreement to the contrary, the Parties hereto hereby: (a) no Debt Financing Source shall have agree that any liability (action, suit or proceeding in any court or before any Governmental Entity, whether at law or in equity, whether in contract or in torttort or otherwise, in law or in equity, or granted by statute) to any Company Related Parties for any claims, causes of action, obligations or losses, and the Company hereby waives (on behalf of itself and each of its Subsidiaries) to the extent permitted by Applicable Law any rights or claims against any Debt Financing SourceSource Related Party, in each case arising under, out of, in connection with or related in any manner to this Agreement, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing or based on, in respect of or by reason of this Agreement, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing or its negotiation, execution, performance or breach, (b) any claim, suit, action or proceeding of any kind or description (whether at law, in equity, in contract, in tort or otherwise) involving any Debt Financing Source arising out of or relating to to, this Agreement, any Debt Financing or any of the agreements (including the Debt Commitment Letter) or any of the transactions contemplated pursuant hereby or thereby or the performance of any services thereunder or in respect of any oral representations made or alleged to this Agreement have been made in connection herewith or therewith shall be subject to the exclusive jurisdiction of a any federal or state or federal court sitting in the City Borough of Manhattan New York, Borough of ManhattanNew York, (c) so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such claimaction, suit or proceeding to the exclusive jurisdiction of such court and hereby agrees that it will not bring or support any such suit, action or proceeding and in any interpretation other forum, (b) any such claims or causes of the Debt Financing Commitment Letter action in such action, suit or the fee letter will proceeding shall be exclusively governed by, and construed and interpreted in accordance with, the domestic laws of the State of New York (without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York), except as otherwise provided in any Debt Commitment Letter, (c) agrees that service of process upon the Company in any such action, suit or proceeding shall be effective if given by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.1, (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such court, (e) WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST ANY DEBT FINANCING SOURCE RELATED PARTY IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, ANY DEBT FINANCING, THE DEBT COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR PERFORMANCE OF ANY SERVICES THEREUNDER, and (f) agrees that no party hereto Debt Financing Source Related Party will bringhave any liability to the Company, permit or any of their respective its Affiliates, relating to or arising out of this Agreement, any Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, (g) the Company (in each case on behalf of itself and its Affiliates and Representatives) (i) hereby waives any claims or rights against any Debt Financing Source Related Party relating to bringor arising out of this Agreement, the Debt Financing, the Debt Commitment Letter and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, (ii) hereby agrees not to bring or support anyone else in bringing, any such claim, suit, action or proceeding against any Debt Financing Source Related Party in connection with this Agreement, the Debt Financing, the Debt Commitment Letter and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, and (iii) hereby agrees to cause any other court, (e) the waiver of rights to trial by jury set forth in Section 9.08 applies to any such claim, suit, action or proceedingproceeding asserted against any Debt Financing Source Related Party by or on behalf of the Company or any of its Affiliates or any Representative thereof in connection with this Agreement, the Debt Financing, the Debt Commitment Letter and the transactions contemplated hereby and thereby to be dismissed or otherwise terminated and (fh) only the parties to agrees that the Debt Financing Commitment Letter Source Related Parties are express third-party beneficiaries of, and may enforce, any of the provisions of Section 11.8, Section 11.9 and this Section 11.22, and that such provisions or any documentation with respect defined term used in this Section 11.22 (or any other provision or definition of this Agreement to an Alternative Debt Financing at their own direction the extent that such amendment or waiver would modify the substance of any such foregoing Sections or defined terms used therein) shall not be permitted amended in any way materially adverse to bring any claim against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing, (g) no amendment or waiver of this Section 9.15 that is adverse to the Debt Financing Sources shall be effective Related Party without the prior written consent of the Debt Financing Sources and (h) the Debt Financing Sources are express and intended third party beneficiaries of this Section 9.15 (including any other Section of this Agreement or defined term directly or indirectly referenced in this Section 9.15 (solely as used in this Section)Sources. Notwithstanding the foregoing, nothing in this Section 9.15 shall limit the rights of Merger Sub, Parent or their respective Affiliates under the Debt Financing Commitment Letter or of Merger Sub, Parent, the Company or their respective Affiliates under the definitive financing agreements executed in connection with the Debt Financing or Alternative Debt Financing to the extent such Person is or becomes a party thereto or the liabilities or obligations of the Debt Financing Sources under the Existing Credit Agreement, the Debt Financing Commitment Letter or the definitive financing agreements executed in connection with the Debt Financing or any Alternative Debt Financing. This Section 9.15 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.[END OF TEXT – SIGNATURE PAGE FOLLOWS]

Debt Financing Matters. The Notwithstanding anything herein to the contrary, the parties hereby hereto acknowledge and irrevocably agree that (a) no Debt Financing Source shall have that any liability (Litigation, whether in contract or in tort, in law or in equity, whether in contract or granted by statute) to any Company Related Parties for any claimsin tort or otherwise, causes of action, obligations or losses, and involving the Company hereby waives (on behalf of itself and each of its Subsidiaries) to the extent permitted by Applicable Law any rights or claims against any Debt Financing Source, in each case Sources arising under, out of, in connection with or related in any manner to this Agreementrelating to, the transactions contemplated hereby, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing or based on, in respect of or by reason of this AgreementCommitment, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing the performance of services thereunder or its negotiationrelated thereto, execution, performance or breach, (b) any claim, suit, action or proceeding of any kind or description (whether at law, in equity, in contract, in tort or otherwise) involving any Debt Financing Source arising out of or relating to the transactions contemplated pursuant to this Agreement shall be subject to the exclusive jurisdiction of a any state or federal court sitting in the City of New York, Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereto submits for itself and its property with respect to any such Litigation to the exclusive jurisdiction of such court, (b) not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such Litigation in any other court, (c) that service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 13.12 shall be effective service of process against them for any such claimLitigation brought in any such court, suit(d) to waive and hereby waive, action to the fullest extent permitted by law, any objection which any of them may now or proceeding hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any interpretation such Litigation in any such court, (e) to waive and hereby waive any right to trial by jury in respect of any such Litigation, (f) that a final judgment in any such Litigation shall be conclusive and may be enforced in other jurisdictions by suit on the Debt Financing Commitment Letter judgment or the fee letter will in any other manner provided by Law, (g) that any such Litigation shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to the conflicts of law rules of such State that would result in the application of the laws of any other State, (dh) no party hereto none of the Debt Financing Sources will bringhave any liability to the Company, permit the Sellers or their respective Affiliates relating to or arising out of this Agreement, the Debt Financing or otherwise, whether at law, or equity, in contract, in tort or otherwise, and neither the Company, the Sellers nor any of their respective Affiliates to bring, will have any rights or support anyone else in bringing, claims against any such claim, suit, action or proceeding in any other court, (e) the waiver of rights to trial by jury set forth in Section 9.08 applies to any such claim, suit, action or proceeding, (f) only the parties to the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing at their own direction shall be permitted to bring any claim against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Financing Commitment Letter Sources hereunder or any documentation with respect thereunder, and in no event shall the Company or the Sellers be entitled to an Alternative Debt Financing, (g) no amendment or waiver seek the remedy of specific performance of this Section 9.15 Agreement against the Debt Financing Sources; and (i) that is adverse to the Debt Financing Sources are express third party beneficiaries of, and may enforce, any provisions in this Agreement reflecting the foregoing agreements (and such provisions shall not be effective amended without the prior written consent of the Debt Financing Sources and (h) the Debt Financing Sources are express and intended third party beneficiaries of this Section 9.15 (including any other Section of this Agreement or defined term directly or indirectly referenced in this Section 9.15 (solely as used in this SectionSources). Notwithstanding the foregoing, nothing in this Section 9.15 shall limit the rights of Merger Sub, Parent or their respective Affiliates under the Debt Financing Commitment Letter or of Merger Sub, Parent, the Company or their respective Affiliates under the definitive financing agreements executed in connection with the Debt Financing or Alternative Debt Financing to the extent such Person is or becomes a party thereto or the liabilities or obligations of the Debt Financing Sources under the Existing Credit Agreement, the Debt Financing Commitment Letter or the definitive financing agreements executed in connection with the Debt Financing or any Alternative Debt Financing. This Section 9.15 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.

Debt Financing Matters. The parties hereby agree that (a) no Debt Financing Source shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) to any Company Related Parties for any claims, causes of action, obligations or losses, and the Company hereby waives (on behalf of itself and each of its Subsidiaries) to the extent permitted by Applicable Law any rights or claims against any Debt Financing Source, in each case arising under, out of, in connection with or related in any manner to this Agreement, Agreement or any debt commitment letter entered into in connection with the Debt Financing Commitment Letter or any documentation with respect to an Alternative (a “Debt Financing Commitment Letter”) or based on, in respect of or by reason of this Agreement, the Agreement or any Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing or its negotiation, execution, performance or breach, (b) any claim, suit, action or proceeding of any kind or description (whether at law, in equity, in contract, in tort or otherwise) involving any Debt Financing Source arising out of or relating to the transactions contemplated pursuant to this Agreement shall be subject to the exclusive jurisdiction of a state or federal court sitting in the City of New York, Borough of Manhattan, (c) any such claim, suit, action or proceeding and any interpretation of the any Debt Financing Commitment Letter or the fee letter will be governed by, and construed and interpreted in accordance with, the laws of the State of New York, (d) no party hereto will bring, permit any of their respective Affiliates to bring, or support anyone else in bringing, any such claim, suit, action or proceeding in any other court, (e) the waiver of rights to trial by jury set forth in Section 9.08 applies to any such claim, suit, action or proceeding, (f) only the parties to the any Debt Financing Commitment ACTIVE/110954383.28 Letter or any documentation with respect to an Alternative Debt Financing at their own direction shall be permitted to bring any claim against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the any Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt FinancingLetter, (g) no amendment or waiver of this Section 9.15 that is adverse to the Debt Financing Sources shall be effective without the prior written consent of the Debt Financing Sources and (h) the Debt Financing Sources are express and intended third party beneficiaries of this Section 9.15 (including any other Section of this Agreement or defined term directly or indirectly referenced in this Section 9.15 (solely as used in this Section)). Notwithstanding the foregoing, nothing in this Section 9.15 shall limit the rights of Merger Sub, Parent or their respective Affiliates under the any Debt Financing Commitment Letter or of Merger Sub, Parent, the Company or their respective Affiliates under the definitive financing agreements executed in connection with the Debt Financing or Alternative Debt Financing to the extent such Person is or becomes a party thereto or the liabilities or obligations of the Debt Financing Sources under the Existing Credit Agreement, the any Debt Financing Commitment Letter or the definitive financing agreements executed in connection with the Debt Financing or any Alternative Debt Financing. This Section 9.15 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.

Debt Financing Matters. The Notwithstanding anything herein to the contrary, the parties hereby agree that (a) no Debt Financing Source shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) to any Company Related Parties for any claims, causes of action, obligations or losses, and the Company hereby waives (on behalf of itself and each of its Subsidiaries) to the extent permitted by Applicable Law any rights or claims against any Debt Financing Source, in each case losses arising under, out of, in connection with or related in any manner to this Agreement, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing Agreement or based on, in respect of or by reason of this Agreement, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing Agreement or its negotiation, execution, performance or breachbreach (provided that nothing in this Section 11.19 shall limit the liability or obligations of the Debt Financing Sources under any debt commitment letter or any fee letter related to such debt commitment letter, in each case, as such letters may be amended, supplemented or otherwise modified from time to time), (b) any claim, suit, action or proceeding of any kind or description (whether at law, in equity, in contract, in tort or otherwise) involving any Debt Financing Source arising out of or relating to the transactions contemplated pursuant to this Agreement Agreement, any Debt Financing, any debt commitment letter, any debt fee letter or the performance of services thereunder shall be subject to the exclusive jurisdiction of a state any New York State court or federal Federal court of the United States of America sitting in the Borough of Manhattan in the City of New York, Borough of Manhattanand any appellate court from any thereof, (c) any such claim, suit, action or proceeding and any interpretation of the Debt Financing Commitment Letter any debt commitment letter or the debt fee letter will be governed by, and construed and interpreted in accordance with, the laws of the State of New York, (d) no party hereto will bring, permit any of their respective Affiliates to bring, or support anyone else in bringing, any such claim, suit, action or proceeding in any other court, (e) the waiver of rights to trial by jury set forth in Section 9.08 11.11 applies to any such claim, suit, action or proceeding, (f) only Buyer (including its permitted successors and assigns under any debt commitment letter) and the other parties to the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing debt commitment letter at their own direction shall be permitted to bring any claim against a Debt Financing Source for failing to satisfy any obligation relating to fund the Debt Financing pursuant to the terms of the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financingdebt commitment letter, (g) no amendment or waiver of Section 11.04(b) or this Section 9.15 11.19 that is adverse in any material respect to the any Debt Financing Sources Source shall be effective without the prior written consent of such Debt Financing Source (or, in the case of any Debt Financing Source that is not a party to any debt commitment letter or definitive agreement with Buyer, without the prior written consent of the Debt Financing Sources Source with whom it is affiliated that has entered into a debt commitment letter or definitive agreement with Buyer and from whom its rights arise) and (h) the Debt Financing Sources are express and intended third party beneficiaries of Section 11.04(b) and this Section 9.15 (including any other Section of this Agreement or defined term directly or indirectly referenced in this Section 9.15 (solely as used in this Section). Notwithstanding the foregoing, nothing in this Section 9.15 shall limit the rights of Merger Sub, Parent or their respective Affiliates under the Debt Financing Commitment Letter or of Merger Sub, Parent, the Company or their respective Affiliates under the definitive financing agreements executed in connection with the Debt Financing or Alternative Debt Financing to the extent such Person is or becomes a party thereto or the liabilities or obligations of the Debt Financing Sources under the Existing Credit Agreement, the Debt Financing Commitment Letter or the definitive financing agreements executed in connection with the Debt Financing or any Alternative Debt Financing11.19. This Section 9.15 11.19 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.

Debt Financing Matters. The parties hereby agree that (a) no Debt Financing Source shall have any liability to the Company (whether in contract or in tort, in law or in equity, or granted by statute) to any Company Related Parties for any claims, causes of action, obligations or losses, and the Company hereby waives (on behalf of itself and each of its Subsidiaries) to the extent permitted by Applicable Law any rights or claims against any Debt Financing Source, in each case losses arising under, out of, in connection with or related in any manner to this Agreement, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing Agreement or based on, in respect of or by reason of this Agreement, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing Agreement or its negotiation, execution, performance or breachbreach (provided, that nothing in this Section 9.14 shall limit the liability or obligations of the Debt Financing Sources under any of the Debt Commitment Letters or the Fee Letters or the obligations of Parent and Merger Sub to enforce their rights under the Debt Commitment Letters and the definitive agreements related to the Debt Financing pursuant to Section 6.17(a)(v)), (b) any claim, suit, action or proceeding of any kind or description (whether at law, in equity, in contract, in tort or otherwise) involving any Debt Financing Source arising out of or relating to the transactions contemplated pursuant to this Agreement Agreement, the Debt Financing, the Debt Commitment Letters, the Fee Letters or the performance of services thereunder shall be subject to the exclusive jurisdiction of a state any New York State court or federal court Federal Court of the United States of America sitting in the Borough of Manhattan in the City of New YorkYork or the Tokyo District Court, Borough of Manhattanas applicable and as specified in the Debt Commitment Letters, (c) any such claim, suit, action or proceeding and any interpretation of the Debt Financing Commitment Letter or the fee letter will be governed by, and construed and interpreted in accordance with, the laws of the State of New York, (d) no party hereto will bring, permit any of their respective Affiliates to bring, or support anyone else in bringing, any such claim, suit, action or proceeding in any other court, (ed) the waiver of rights to trial by jury set forth in Section 9.08 9.4(b) applies to any such claim, suit, action or proceeding, (fe) only Guarantor, Parent (including its successors and permitted assigns under the Debt Commitment Letter) and the other parties to the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing Letters at their own direction shall be permitted to bring any claim against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of any of the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt FinancingLetters, (gf) no amendment or waiver of this Section 9.15 9.14 that is adverse in any material respect to the Debt Financing Sources shall be effective without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letters and (hg) the Debt Financing Sources are express and intended third party beneficiaries of this Section 9.15 (including any other Section of this Agreement or defined term directly or indirectly referenced in this Section 9.15 (solely as used in this Section). Notwithstanding the foregoing, nothing in this Section 9.15 shall limit the rights of Merger Sub, Parent or their respective Affiliates under the Debt Financing Commitment Letter or of Merger Sub, Parent, the Company or their respective Affiliates under the definitive financing agreements executed in connection with the Debt Financing or Alternative Debt Financing to the extent such Person is or becomes a party thereto or the liabilities or obligations of the Debt Financing Sources under the Existing Credit Agreement, the Debt Financing Commitment Letter or the definitive financing agreements executed in connection with the Debt Financing or any Alternative Debt Financing9.14. This Section 9.15 9.14 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.

Debt Financing Matters. The parties Parties hereby agree that (a) no Debt Financing Source shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) to any Company Related Parties for any claims, causes of action, obligations or losses, and the Company hereby waives (on behalf of itself and each of its Subsidiaries) to the extent permitted by Applicable Law any rights or claims against any Debt Financing Source, in each case losses arising under, out of, in connection with or related in any manner to this Agreement, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing Agreement or based on, in respect of or by reason of this Agreement, the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing Agreement or its negotiation, execution, performance or breachbreach (provided that nothing in this Section 10.16 shall limit the liability or obligations of the Debt Financing Sources to NewCo or its Affiliates pursuant to the Debt Commitment Letter or any definitive agreements with respect to the Debt Financing), (b) any claim, suit, action or proceeding of any kind or description (whether at law, in equity, in contract, in tort or otherwise) involving any Debt Financing Source arising out of or relating to the transactions contemplated pursuant to this Agreement Agreement, the Debt Financing, the Debt Commitment Letter or the performance of services thereunder shall be subject to the exclusive jurisdiction of a any state or federal Federal court sitting in the Borough of Manhattan in The City of New York, Borough of Manhattan, (c) any such claim, suit, action no Party (other than NewCo or proceeding its Affiliates (and any interpretation of its or their permitted successors and assigns under the Debt Financing Commitment Letter or the fee letter will be governed by, and construed and interpreted in accordance with, the laws of the State of New York, (dLetter)) no party hereto will shall bring, permit any of their respective Affiliates to bring, or support anyone else any other Person in bringing, any such claim, suit, action or proceeding in any other courtcourt against the Debt Financing Sources, (ed) the waiver of rights to trial by jury and governing law set forth in Section 9.08 10.10 applies to any such claim, suit, action or proceedingproceeding against any Debt Financing Source, (fe) only the parties to no Party (other than Buyer or its Affiliates (and its or their permitted successors and assigns under the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt Financing at their own direction Letter)) shall be permitted to bring any claim against a any Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Financing Commitment Letter or any documentation with respect to an Alternative Debt FinancingLetter, (gf) no amendment or waiver of Section 8.7(b), Section 10.4 or this Section 9.15 10.16 (including the defined terms used therein to the extent used in any such Section) that is adverse to the Debt Financing Sources shall be effective as to the Debt Financing Sources without the prior written consent of the Debt Financing Sources that are party to the Debt Commitment Letter and (hg) the Debt Financing Sources are express and intended third party beneficiaries of Section 8.7(b), Section 10.4 and this Section 9.15 (including any other Section of this Agreement or defined term directly or indirectly referenced in this Section 9.15 (solely as used in this Section). Notwithstanding the foregoing, nothing in this Section 9.15 shall limit the rights of Merger Sub, Parent or their respective Affiliates under the Debt Financing Commitment Letter or of Merger Sub, Parent, the Company or their respective Affiliates under the definitive financing agreements executed in connection with the Debt Financing or Alternative Debt Financing to the extent such Person is or becomes a party thereto or the liabilities or obligations of the Debt Financing Sources under the Existing Credit Agreement, the Debt Financing Commitment Letter or the definitive financing agreements executed in connection with the Debt Financing or any Alternative Debt Financing10.16. This Section 9.15 10.16 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary. For the avoidance of doubt, NewCo and its Affiliates shall have recourse against the Debt Financing Sources pursuant to the terms of the Debt Commitment Letter and any definitive agreements with respect to the Debt Commitment Letter, and nothing in this Section 10.16 shall limit the liability or obligations of the Debt Financing Sources to NewCo or its Affiliates pursuant to the Debt Commitment Letter or any definitive agreements with respect to the Debt Financing.