Common use of Debt Financing Matters Clause in Contracts

Debt Financing Matters. Notwithstanding anything to the contrary in this Agreement: (a) each of the Parties (i) agrees that it will not bring or support any Person in any Proceeding (whether in law or in equity, whether in contract or in tort or otherwise) against any of the Debt Financing Sources Related Parties in any way relating to this Agreement, any of the Transactions, the Debt Financing Commitment, or the Debt Financing in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York; (ii) agrees that, except as specifically set forth in the Debt Financing Commitment, all claims, causes of action, and disputes of any kind or nature (whether at law, in equity, in contract, in tort, or otherwise) involving any Debt Financing Sources Related Party in any way relating to this Agreement, any of the Transactions, the Debt Financing Commitment, or the Debt Financing shall be exclusively governed by, and construed in accordance with, the laws of the State of New York; and (iii) hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any Proceeding directly or indirectly arising out of or relating in any way to the Debt Financing Commitment or the Debt Financing; (b) none of the Seller, its Affiliates, or the Representatives of any of the foregoing shall have any rights or claims (whether in law or in equity, whether in contract or in tort, or otherwise) against any Debt Financing Sources Related Party in any way relating to this Agreement, any of the Transactions, the Debt Financing Commitment, or the Debt Financing; and (c) no Debt Financing Sources Related Party shall have any Liability (whether in law or in equity, whether in contract or in tort, or otherwise) to any of the Seller, its Affiliates, or the Representatives of any of the foregoing in any way relating to this Agreement, any of the Transactions, the Debt Financing Commitment, or the Debt Financing. [Signature Page Follows]

Debt Financing Matters. Notwithstanding anything to the contrary in this Agreement: herein, the Company hereby agrees, on its own behalf and on behalf of its Subsidiaries and Company Related Parties, that (a) each of the Parties no Debt Financing Party shall have any liability (i) agrees that it will not bring or support any Person in any Proceeding (whether in law or in equity, whether in contract or in tort tort, in Law or otherwisein equity, or granted by statute) against to any of the Debt Financing Sources Company, its Subsidiaries, its or their equityholders, or any of their Representatives or Company Related Parties Parties, in any way each case, relating to or arising out of this Agreement, any of the Transactions, the Debt Financing Commitmentor any of the Contemplated Transactions or based on, in respect of or the Debt Financing in by reason of this Agreement or its negotiation, execution, performance or breach, (b) any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York; (ii) agrees thatclaim, except as specifically set forth in the Debt Financing Commitmentsuit, all claims, causes of action, and disputes action or proceeding of any kind or nature description (whether at lawLaw, in equity, in contract, in tort, tort or otherwise) involving any Debt Financing Sources Party arising out of or relating to the transactions contemplated pursuant to this Agreement, the Debt Financing, the Debt Commitment Letter or the performance of services thereunder shall be subject to the exclusive jurisdiction of a state or federal court sitting in the County of New York and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such action to the exclusive jurisdiction of such court, (c) any such action will be governed by, and construed, enforced and interpreted in accordance with, the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in the Debt Commitment Letter or another definitive document relating to the Debt Financing, (d) (x) the Company will not bring, permit any of its Affiliates or Company Related Parties to bring, or support anyone else in bringing, any such claim, suit, action or proceeding in any other court, (y) it waives any and all rights or claims against the Debt Financing Parties in connection with this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the Contemplated Transactions or the performance of any services thereunder, whether in law or equity, contract, tort or otherwise, and (z) it agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any proceeding or legal or equitable action against any Debt Financing Party in connection with this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the Contemplated Transactions or the performance of any services thereunder, (e) it knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law, trial by jury in any action brought against any Debt Financing Party in any way arising out of or relating to this Agreement, the Debt Financing or any of the TransactionsContemplated Transactions or the performance of any services thereunder, (f) service of process upon any such party in any such action or proceeding shall be effective if notice is given in accordance with Section 8.2, (g) it irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action in any such court, (h) it agrees that no Debt Financing Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing Commitmentor any of the Contemplated Transactions or the performance of any services thereunder, (i) no amendment or waiver or other modification of this Section 8.14, Section 7.5, Section 8.5, Section 8.6, Section 8.7 and Section 8.11 (or any other provision or defined term of this Agreement the amendment, modification or alteration of which has the effect of modifying such provisions) that is adverse in any respect to any of the Debt Financing Parties shall be exclusively governed by, and construed in accordance with, effective without the laws prior written consent of the State of New York; and (iii) hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any Proceeding directly or indirectly arising out of or relating in any way to the Debt Financing Commitment or Parties and (j) the Debt Financing; (b) none Financing Parties are express and intended third party beneficiaries of, and may rely upon and enforce, this Section 8.14, Section 7.5, Section 8.5, Section 8.6, Section 8.7, Section 8.11 and any of the Sellerprovisions in this Agreement reflecting the foregoing agreements in this Section 8.14. Notwithstanding the foregoing or anything to the contrary herein, nothing in this Agreement shall impact the rights of the Parent and its Affiliates, or the Representatives obligations of any of the foregoing shall have any rights or claims (whether in law or in equity, whether in contract or in tort, or otherwise) against any Debt Financing Sources Related Party in any way relating to this Agreement, any of the Transactions, the Debt Financing CommitmentParties, or the Debt Financing; and (c) no Debt Financing Sources Related Party shall have under any Liability (whether in law or in equity, whether in contract or in tort, or otherwise) to any of the Seller, its Affiliates, or the Representatives of any of the foregoing in any way agreement relating to this Agreement, any of the Transactions, the Debt Financing Commitment, or the Debt Financing. [Signature Page Follows]This Section 8.14 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.

Debt Financing Matters. Notwithstanding anything in this Agreement to the contrary in this Agreement: contrary, the Company, on behalf of itself, and each of its controlled Affiliates (collectively, the “Company Parties”), hereby (a) each of the Parties (i) agrees that it will not bring any suit, action, charge, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or support appellate proceeding), hearing, investigation, or other proceeding commenced, brought, conducted or heard by or before, any Person in any Proceeding Governmental Entity (each a “Proceeding”), whether in law or in equity, whether in contract or in tort or otherwise) against , involving any of the Debt Financing Sources Related Parties and any of the Company Parties, arising out of, in any way connection with or relating to to, this Agreement, any Debt Financing, any Alternative Financing or any of the Transactions, agreements (including the Debt Commitment Letters) entered into in connection with any Debt Financing, any Alternative Financing Commitment, or any of the transactions contemplated hereby or thereby or the Debt Financing in performance of any forum other than services thereunder shall be subject to the exclusive jurisdiction of any federal and New York State courts located or state court in the Borough of Manhattan within the City of Manhattan, New York; , New York, and any appellate court thereof and each Company Party irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (iib) agrees that, except as specifically set forth in the Debt Financing Commitment, all claims, causes of action, and disputes of that any kind or nature (whether at law, in equity, in contract, in tort, or otherwise) involving any Debt Financing Sources Related Party in any way relating to this Agreement, any of the Transactions, the Debt Financing Commitment, or the Debt Financing such Proceeding shall be exclusively governed by, and construed in accordance with, by the laws of the State of New York; and York (iiiwithout giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), except as otherwise provided in the Debt Commitment Letters, (c) hereby irrevocably and unconditionally waives agrees not to bring or support, or permit any right such Company Party may have to a trial by jury in respect bring or support, any Proceeding of any Proceeding directly kind or indirectly arising out of or relating in any way to the Debt Financing Commitment or the Debt Financing; (b) none of the Sellerdescription, its Affiliates, or the Representatives of any of the foregoing shall have any rights or claims (whether in law or in equity, whether in contract or in tort, tort or otherwise) , against any Debt Financing Sources Related Party Source in any way arising out of, in connection with or relating to to, this Agreement, any Debt Financing, any Alternative Financing or any of the Transactionstransactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon any Company Party in any such Proceeding shall be effective if notice is given in accordance with Section 9.6, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) waives to the fullest extent permitted by applicable law trial by jury in any Proceeding brought against any Debt Financing Source in any way arising out of, in connection with or relating to, this Agreement, any Debt Financing, any Alternative Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Debt Financing Sources shall have any liability to the Company or any Company Party relating to, in connection with or arising out of this Agreement, the Debt Financing, any Alternative Financing Commitment, or any of the transactions contemplated hereby or thereby or the Debt Financing; and (c) no Debt Financing Sources Related Party shall have performance of any Liability (services thereunder, whether in law or in equity, whether in contract or in torttort or otherwise (subject to the last sentence of this Section 9.13), (h) agrees not to commence (and if commenced, agrees to dismiss or otherwiseotherwise terminate) to any Proceeding relating to, in connection with or arising out of this Agreement, the Debt Financing, any Alternative Financing or any of the Seller, its Affiliates, transactions contemplated hereby or thereby or the Representatives performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, in each case, against any Debt Financing Source (subject to the last sentence of this Section 9.13) and (i) agrees that the foregoing in any way relating to this AgreementDebt Financing Sources are express third party beneficiaries of, and may enforce, any of the Transactionsprovisions of (solely as they relate directly to the Debt Financing Sources, and subject to the last sentence of this Section 9.13) the third, fourth and fifth sentences of Section 8.3(b) and this Section 9.13 and that none of (solely as they relate directly to the Debt Financing Sources) the third, fourth and fifth sentences of Section 8.3(b), this Section 9.13 or any of the defined terms to the extent used in such sections may be amended in a manner adverse to the Debt Financing Sources without the written consent of the Debt Financing Sources party to the Debt Commitment Letter or any other letter or definitive document relating to the Debt Financing (including the Debt Commitment Letters) or any Alternative Financing. Notwithstanding the foregoing, (a) nothing in this Section 9.13 shall in any way limit or modify the rights and obligations of Parent or Merger Sub under this Agreement and (b) nothing in this Section 9.13 or in the third, fourth or fifth sentences of Section 8.3(b) shall in any way limit or modify (i) any Debt Financing Source’s obligations to Parent or Merger Sub under, or any rights of Parent or Merger Sub against the Debt Financing Sources with respect to, the Debt Financing, the Alternative Financing, the Debt Commitment Letters or any other document or agreement relating to the Debt Financing Commitmentor any Alternative Financing or (ii) following the Closing, or the rights of the Company, if any, against the Debt Financing Sources with respect to the Debt Financing, the Alternative Financing or any of the transactions contemplated thereby or any services thereunder. [Signature Page FollowsPages Follow]

Debt Financing Matters. Notwithstanding anything to the contrary in this Agreement: The Parties hereby agree that (a) each of the Parties (i) agrees that it will not bring or support no Debt Financing Source shall have any Person in any Proceeding liability (whether in contract or in tort, in law or in equity, whether in contract or in tort or otherwisegranted by statute) against for any of the Debt Financing Sources Related Parties in any way relating to this Agreement, any of the Transactions, the Debt Financing Commitment, or the Debt Financing in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York; (ii) agrees that, except as specifically set forth in the Debt Financing Commitment, all claims, causes of action, and disputes obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided that nothing in this Section 9.15 shall limit the liability or obligations of the Debt Financing Sources under the Debt Commitment Letter or the Fee Letter), (b) any claim, suit, action or proceeding of any kind or nature description (whether at law, in equity, in contract, in tort, tort or otherwise) involving any Debt Financing Sources Related Party in any way Source arising out of or relating to the transactions contemplated pursuant to this Agreement, any of the TransactionsDebt Financing, the Debt Financing CommitmentCommitment Letter, the Fee Letter or the Debt Financing performance of services thereunder shall be exclusively subject to the exclusive jurisdiction of a state or federal court sitting in the Borough of Manhattan in the City of New York and any appellate court thereof and each Party hereto irrevocably submits itself and its properties with respect to any such legal action to the exclusive jurisdiction of such court, (c) any interpretation of the Debt Commitment Letter or the Fee Letter will be governed by, and construed construed, interpreted and enforced in accordance with, the laws of the State of New York; and York (iiiwithout giving effect to any conflicts of law principles that would result in the application of the laws of another state), (d) hereby irrevocably and unconditionally waives no party hereto will bring, permit any right of their respective Affiliates to bring, or support anyone else in bringing, any such Party may have claim, suit, action or proceeding in any other court, (e) the waiver of rights to a trial by jury set forth in respect Section 9.11 applies to any such claim, suit, action or proceeding, (f) only Parent (including its successors and permitted assigns under the Debt Commitment Letter) and the other parties to the 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 to fund the Debt Financing pursuant to the terms of the Debt Commitment Letter, (g) no amendment or waiver of this Section 9.15 (or any Proceeding directly other provision of this Agreement the amendment, modification or indirectly arising out alteration of or relating in any way which has the effect of modifying such provision) that is adverse to the Debt Financing Commitment or Sources shall be effective without the Debt Financing; (b) none prior written consent of the Seller, its Affiliates, or the Representatives of any of the foregoing shall have any rights or claims (whether in law or in equity, whether in contract or in tort, or otherwise) against any Debt Financing Sources Related Party in any way relating to this Agreement, any of the Transactions, and (h) the Debt Financing CommitmentSources are express and intended third party beneficiaries of, or and may rely upon and enforce, this Section 9.15. This Section 9.15 shall, with respect to the Debt Financing; and (c) no Debt Financing Sources Related Party shall have matters referenced herein, supersede any Liability (whether in law or in equity, whether in contract or in tort, or otherwise) provision of this Agreement to any of the Seller, its Affiliates, or the Representatives of any of the foregoing in any way relating to this Agreement, any of the Transactions, the Debt Financing Commitment, or the Debt Financing. [Signature Page Follows]contrary.

Debt Financing Matters. Notwithstanding anything in this Agreement to the contrary in this Agreement: contrary, the Parent, Sub and the Company, on behalf of themselves, their respective Subsidiaries and each of their respective Affiliates and any other Company Related Parties hereby: (a) each agrees that service of process upon the Company, its Subsidiaries, its Affiliates or other Company Related Parties in any Action shall be effective if notice is given in accordance with Section 9.02, (b) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any court permitted by this Agreement, (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letters or any of the Parties transactions contemplated hereby or thereby or the performance of any services thereunder, (id) agrees that it none of the Debt Financing Sources will not bring have any liability to the Company or support any Person of its Subsidiaries or Company Related Parties or any of their respective Affiliates Representatives (in each case, other than Parent or its respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letters or any Proceeding (of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law Law or in equity, whether in contract Contract or in tort or otherwise, (e) waives any rights or claims it may have against any of the Debt Financing Sources Related Parties in any way relating to connection with this Agreement, any of the Transactions, the Debt Financing Commitment, or the Debt Financing in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York; (ii) agrees thatCommitment Letters, except as specifically set forth in the Debt Financing Commitment, all claims, causes of action, and disputes of any kind or nature (whether at law, in law or equity, in contractContract, in tort, tort or otherwise, (f) involving agrees not to commence (and if commenced agrees to dismiss or otherwise terminate (to the extent within control of the Company or any of its Subsidiaries or the Company Related Parties or any of their respective Affiliates or Representatives), and not to assist) any Action against any Debt Financing Sources Related Party Source in connection with this Agreement, the Debt Financing, the Debt Commitment Letters or the transactions contemplated by this Agreement and (g) agrees that this Section 9.11 and the definition of “Debt Financing Sources” shall not be amended in any way relating to this Agreement, any of the Transactions, the Debt Financing Commitment, or the Debt Financing shall be exclusively governed by, and construed in accordance with, the laws of the State of New York; and (iii) hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any Proceeding directly or indirectly arising out of or relating in any way adverse to the Debt Financing Commitment or Sources without the Debt Financing; (b) none prior written consent of the Seller, its Affiliates, or the Representatives of any of the foregoing shall have any rights or claims (whether in law or in equity, whether in contract or in tort, or otherwise) against any Debt Financing Sources Related Party in any way relating to this Agreement, any of the Transactions, the Debt Financing CommitmentSources, not to be unreasonably withheld, conditioned or the Debt Financing; and (c) no Debt Financing Sources Related Party shall have any Liability (whether in law or in equity, whether in contract or in tort, or otherwise) to any of the Seller, its Affiliates, or the Representatives of any of the foregoing in any way relating to this Agreement, any of the Transactions, the Debt Financing Commitment, or the Debt Financing. [Signature Page Follows]delayed.

Debt Financing Matters. Notwithstanding anything to the contrary in this Agreement: herein, the parties hereby agree on behalf of themselves and their Affiliates, and each of their former, present and future Subsidiaries, and each of their respective past, present or future general or limited partners, management companies, members, direct or indirect stockholders or equity holders or controlling Persons, or any successor or assign of any of the foregoing that (a) each of the Parties (i) agrees that it will not bring any claim, suit, action or support any Person in any Proceeding (whether in law or in equity, whether in contract or in tort or otherwise) against any of the Debt Financing Sources Related Parties in any way relating to this Agreement, any of the Transactions, the Debt Financing Commitment, or the Debt Financing in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York; (ii) agrees that, except as specifically set forth in the Debt Financing Commitment, all claims, causes of action, and disputes proceeding of any kind or nature description (whether at law, in equity, in contract, in tort, tort or otherwise) involving any Debt Financing Sources Related Party in any way Source, arising out of or relating to the transactions contemplated pursuant to this Agreement, any of the TransactionsDebt Financing, the Debt Financing Commitment, Commitment Letter or the Debt Financing performance of services thereunder shall be exclusively subject to the exclusive jurisdiction of a state or federal court sitting in the City of New York, (b) any interpretation of the Debt Commitment Letter will be governed by, and construed and interpreted in accordance with, the laws of the State of New York; York without giving effect to principles of conflicts of laws, (c) no party hereto will bring, permit any of their respective Affiliates or any of their former, present and (iii) hereby irrevocably future Subsidiaries, and unconditionally waives any right such Party may have to a trial by jury in respect each of any Proceeding directly their respective past, present or indirectly arising out of future general or relating in any way to the Debt Financing Commitment limited partners, management companies, members, direct or the Debt Financing; (b) none of the Seller, its Affiliatesindirect stockholders or equity holders or controlling Persons, or the Representatives any successor or assign of any of the foregoing to bring, or support anyone else in bringing, any such claim, suit, action or proceeding in any other court, (d) the waiver of rights to trial by jury set forth in Section 10.5(c) applies to any such claim, suit, action or proceeding, (e) only Purchaser (including its permitted successors and assigns under the Debt Commitment Letter) and the other parties to the Debt Commitment Letter at their own direction and in connection with the transactions contemplated by the Debt Commitment Letter shall be permitted to bring any claim against a Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Commitment Letter, (f) no amendment or waiver of this Section 10.15 shall be effective without the prior written consent of the Financing Sources that are a party to the Debt Commitment Letter, (g) none of the Financing Sources shall have any rights liability to the Purchaser, the Purchaser Guarantor, their respective Affiliates, Representatives, and each of their former, present and future Subsidiaries, and each of their respective past, present or claims (whether in law future general or in equitylimited partners, whether in contract management companies, members, direct or in tortindirect stockholders or equity holders or controlling Persons, or otherwise) against any Debt Financing Sources Related Party in any way relating to this Agreement, any of the Transactions, the Debt Financing Commitment, successor or the Debt Financing; and (c) no Debt Financing Sources Related Party shall have any Liability (whether in law or in equity, whether in contract or in tort, or otherwise) to any of the Seller, its Affiliates, or the Representatives assign of any of the foregoing in any way relating to under this Agreement, the Debt Commitment Letter or any of the Transactionstransactions contemplated hereby or thereby for any claim based on, in respect of, or by reason of, the transactions contemplated hereby, including any dispute related to, or arising from, the Debt Financing, the Debt Commitment Letter or the performance thereof (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of OEG Borrower, LLC and its Affiliates that are party to the Debt Commitment Letter (collectively, the “OEG Financing Parties” and each individually a “OEG Financing Party”) against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated hereby or any services thereunder) and (h) the Financing Sources, their respective Affiliates and their respective Representatives are express and intended third party beneficiaries of this Section 10.15. In addition, the Purchaser, the Purchaser Guarantor, their respective Affiliates, Representatives, and each of their former, present and future Subsidiaries, and each of their respective past, present or future general or limited partners, management companies, members, direct or indirect stockholders or equity holders or controlling Persons, or any successor or assign of any of the foregoing hereby (a) waives any rights or claims the Company or any of the foregoing parties may have against any of the Financing Sources in connection with this Agreement, the Debt Financing Commitment, or the Debt Commitment Letter, whether at law or equity, in contract, in tort or otherwise, and (b) agrees not to commence any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Financing Source in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or the transactions contemplated hereby or thereby (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of any OEG Financing Party against the Financing Sources with respect to the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or any services thereunder). [Signature Page Follows]This Section 10.15 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.

Debt Financing Matters. Notwithstanding anything to the contrary in this Agreement: The Parties hereby agree that (a) each of the Parties (i) agrees that it will not bring or support no Debt Financing Source shall have any Person in any Proceeding liability (whether in contract or in tort, in law or in equity, whether in contract or in tort or otherwisegranted by statute) against for any of the Debt Financing Sources Related Parties in any way relating to this Agreement, any of the Transactions, the Debt Financing Commitment, or the Debt Financing in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York; (ii) agrees that, except as specifically set forth in the Debt Financing Commitment, all claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach and disputes no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature (provided that nothing in this Section 9.16 shall limit the liability or obligations of the Debt Financing Sources to Purchaser or the other parties to the Debt Commitment Letter 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 nature description (whether at law, in equity, in contract, in tort, tort or otherwise) involving any Debt Financing Sources Related Party in any way Source arising out of or relating to the transactions contemplated pursuant to this Agreement, any of the TransactionsDebt Financing, the Debt Financing Commitment, Commitment Letter or the Debt Financing performance of services thereunder shall (i) be exclusively governed by, and construed in accordance with, and enforced under the laws of the State of New York; York without giving regard to conflicts or choice of law principles that would result in the application of any Law other than the Law of the State of New York and (iiiii) hereby irrevocably and unconditionally waives any right such Party may have be subject to a trial by jury in respect the exclusive jurisdiction of any Proceeding directly state or indirectly Federal court sitting in the Borough of Manhattan in The City of New York, (c) no Seller Related Party nor any other party hereto shall bring, permit any of their respective Affiliates to bring, or support any other Person in bringing, any such claim, suit, cross-claim, action, proceeding or third-party claim of any kind or description against the Debt Financing Sources, whether in law or in equity, whether in contract, or tort or otherwise, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Financing Commitment or the Debt Financing; (b) none of the Seller, its Affiliates, performance thereof or the Representatives transactions contemplated thereby, in any forum other than exclusively the state or Federal court sitting in the Borough of Manhattan in The City of New York, (d) the waiver of rights to trial by jury and governing law set forth in Section 9.10 applies to any of the foregoing shall have any rights such claim, suit, action or claims (whether in law or in equity, whether in contract or in tort, or otherwise) proceeding against any Debt Financing Sources Source, (e) no Seller Related Party in or any way relating other Party hereto (other than Purchaser or its Affiliates (and its or their permitted successors and assigns under the Debt Commitment Letter)) shall be permitted to this Agreement, bring any of the Transactions, claim against any Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing Commitmentpursuant to the terms of the Debt Commitment Letter, (f) no amendment, supplement, modification or waiver of Section 9.2, Section 9.3, Section 9.4, Section 9.10 or this Section 9.16 and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of the foregoing sections (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 and (g) the Debt Financing Sources are express and intended third party beneficiaries of Section 9.2, Section 9.3, Section 9.4, Section 9.10 and this Section 9.16. This Section 9.16 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary. For the avoidance of doubt, Purchaser and the other parties to the Debt Commitment Letter 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 to which it or they are party, and nothing in this Section 9.16 shall limit the liability or obligations of the Debt Financing Sources to Purchaser or such other party pursuant to the Debt Commitment Letter or any definitive agreements with respect to the Debt Financing; and (c) no Debt Financing Sources Related Party shall have any Liability (whether in law or in equity, whether in contract or in tort, or otherwise) to any of the Seller, its Affiliates, or the Representatives of any of the foregoing in any way relating to this Agreement, any of the Transactions, the Debt Financing Commitment, or the Debt Financing. [Signature Page Follows].