Common use of Debt Financing Matters Clause in Contracts

Debt Financing Matters. Notwithstanding anything to the contrary herein, the Company hereby agrees, on its own behalf and on behalf of its Subsidiaries and Company Related Parties, that (a) no Debt Financing Party shall have any liability (whether in contract or in tort, in Law or in equity, or granted by statute) to any of the Company, its Subsidiaries, its or their equityholders, or any of their Representatives or Company Related Parties, in each case, relating to or arising out of this Agreement, the Debt Financing or any of the Contemplated Transactions or based on, in respect of or by reason of this Agreement 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 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 Contemplated 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 or 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 effective without the prior written consent of the Debt Financing Parties and (j) the Debt 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 provisions 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 obligations of the Debt Financing Parties, under any agreement relating to the Debt Financing. 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 to the contrary herein, the Company The parties hereby agrees, on its own behalf and on behalf of its Subsidiaries and Company Related Parties, agree that (a) no Debt Financing Party Source shall have any liability (whether in contract or in tort, in Law law or in equity, or granted by statute) to for any claims, causes of the Companyaction, its Subsidiariesobligations or losses arising under, its or their equityholders, or any of their Representatives or Company Related Partiesout of, in each case, relating connection with or related in any manner to or arising out of this Agreement, the Debt Financing or any of the Contemplated Transactions Agreement or based on, in respect of or by reason of this 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 Lawlaw, in equity, in contract, in tort or otherwise) involving any Debt Financing Party Source arising out of or relating to the transactions contemplated pursuant to this Agreement, the Debt Financing, the Debt Commitment Letter 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 County Borough of Manhattan in the City 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 courtYork, (c) any such action interpretation of the Debt Commitment Letter or the Fee Letters will be governed by, and construed, enforced construed and interpreted in accordance with, the Laws 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 FinancingYork, (d) (x) the Company no party hereto will not bring, permit any of its their respective 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 the waiver of rights to the fullest extent permitted by applicable law, trial by jury set forth in Section 9.12 applies to any such claim, suit, 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 Contemplated Transactions or the performance of any services thereunderproceeding, (f) service only Parent and Merger Sub (including any of process upon any such party in any such action or proceeding their respective successors and permitted assigns under the Debt Commitment Letter) and the other parties to the Debt Commitment Letter at their own direction shall be effective if notice is given in accordance with Section 8.2permitted 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, (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 or 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) 9.16 that is adverse in any material respect to any of the Debt Financing Parties Sources shall be effective without the prior written consent of the Financing Sources that are party to the Debt Financing Parties Commitment Letter, and (jh) the Debt Financing Parties Sources are express and intended third party beneficiaries of, and may rely upon and enforce, of this Section 8.14, Section 7.5, Section 8.5, Section 8.6, Section 8.7, Section 8.11 and any of the provisions 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 obligations of the Debt Financing Parties, under any agreement relating to the Debt Financing9.16. This Section 8.14 9.16 shall, solely with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.

Debt Financing Matters. Notwithstanding anything to the contrary herein, the Company The Parties hereby agrees, on its own behalf and on behalf of its Subsidiaries and Company Related Parties, agree that (a) no Debt Financing Party Source shall have any liability (whether in contract or in tort, in Law law or in equity, or granted by statute) to for any claims, causes of the Companyaction, its Subsidiariesobligations or losses arising under, its or their equityholders, or any of their Representatives or Company Related Partiesout of, in each case, relating connection with or related in any manner to or arising out of this Agreement, the Debt Financing or any of the Contemplated Transactions Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breachbreach and 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 description (whether at Lawlaw, in equity, in contract, in tort or otherwise) involving any Debt Financing Party Source 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, (ci) any such action will be governed by, and construed, enforced and interpreted construed in accordance with, and enforced under the Laws laws of the State of New York (without giving effect regard to any conflicts or choice of law principles that would result in the application of any Law other than the laws Law of another state), except as otherwise provided the State of New York and (ii) be subject to the exclusive jurisdiction of any state or Federal court sitting in the Debt Commitment Letter or another definitive document relating to the Debt FinancingBorough of Manhattan in The City of New York, (dc) (x) the Company will not no Seller Related Party nor any other party hereto shall bring, permit any of its their respective Affiliates or Company Related Parties to bring, or support anyone else any other Person in bringing, any such claim, suit, action cross-claim, action, proceeding or proceeding in third-party claim of any other court, (y) it waives any and all rights kind or claims description 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 thereunderSources, whether in law or in equity, whether in contract, or tort or otherwise, and (z) it agrees not in any way relating 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 Agreement or any of the agreements entered into in connection with the Debt Financing or transactions contemplated by this Agreement, including but not limited to 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 dispute arising out of or relating in any way to this Agreement, the Debt Financing or the performance thereof or the 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 such claim, suit, action or proceeding against any Debt Financing Source, (e) no Seller Related Party or any 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 bring any claim against any Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Contemplated Transactions or the performance of any services thereunderDebt Commitment Letter, (f) service no amendment, supplement, modification or waiver of process upon Section 9.2, Section 9.3, Section 9.4, Section 9.10 or this Section 9.16 and 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, other provision of this Agreement to the fullest extent that it may effectively do soan amendment, the defense of an inconvenient forum to the maintenance of such action in any such courtsupplement, (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 or 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 such provision would modify the substance of the foregoing sections (or including the defined terms used therein to the extent used in any other provision or defined term of this Agreement the amendment, modification or alteration of which has the effect of modifying such provisionsSection) that is adverse in any respect to any of the Debt Financing Parties Sources shall be effective as to the Debt Financing Sources without the prior written consent of the Debt Financing Parties Sources and (jg) the Debt Financing Parties Sources are express and intended third party beneficiaries ofof Section 9.2, Section 9.3, Section 9.4, Section 9.10 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 provisions 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 obligations of the Debt Financing Parties, under any agreement relating to the Debt Financing9.16. This Section 8.14 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.

Debt Financing Matters. Notwithstanding anything to the contrary herein, the Company parties hereby agrees, on its own behalf and agree on behalf of its Subsidiaries themselves and Company Related Partiestheir 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) no Debt Financing Party shall have any liability (whether in contract or in tort, in Law or in equity, or granted by statute) to any of the Company, its Subsidiaries, its or their equityholders, or any of their Representatives or Company Related Parties, in each case, relating to or arising out of this Agreement, the Debt Financing or any of the Contemplated Transactions or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach, (b) any claim, suit, action or proceeding of any kind or description (whether at Lawlaw, in equity, in contract, in tort or otherwise) involving any Debt Financing Party Source, 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 City 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 courtYork, (cb) any such action interpretation of the Debt Commitment Letter will be governed by, and construed, enforced construed and interpreted in accordance with, the Laws laws of the State of New York (without giving effect to any principles of 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 Financinglaws, (dc) (x) the Company no party hereto will not bring, permit any of its their respective Affiliates or Company Related Parties any 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 to bring, or support anyone else in bringing, any such claim, suit, action or proceeding in any other court, (yd) it 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 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 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 under this Agreement, the Debt Commitment Letter or any of the transactions 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 and all rights or claims the Company or any of the foregoing parties may have against any of the Debt Financing Parties Sources 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 thereunderCommitment Letter, whether in at law or equity, in contract, in tort or otherwise, and (zb) it agrees not to commence (and if commenced agrees to dismiss any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or otherwise terminate) any proceeding or legal or equitable action against any Debt Financing Party 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 agreements entered into in connection with the Debt Financing transactions contemplated hereby 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 Contemplated 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 or 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 effective without the prior written consent of the Debt Financing Parties and (j) the Debt 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 provisions 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 obligations of the Debt Financing Parties, under any agreement relating to the Debt Financing). This Section 8.14 10.15 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary. [The following page is the signature page.]

Debt Financing Matters. Notwithstanding anything in this Agreement to the contrary hereincontrary, the Company hereby agreesParent, on its own behalf Sub and the Company, on behalf of its themselves, their respective Subsidiaries and each of their respective Affiliates and any other Company Related Parties, that Parties hereby: (a) no Debt Financing Party shall have any liability (whether in contract or in tort, in Law or in equity, or granted by statute) to any agrees that service of process upon the Company, its Subsidiaries, its or their equityholders, or any of their Representatives or Company Related Parties, in each case, relating to or arising out of this Agreement, the Debt Financing or any of the Contemplated Transactions or based on, in respect of or by reason of this Agreement 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 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 other 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 Contemplated Transactions or the performance of any services thereunder, (f) service of process upon any such party in any such action or proceeding Action shall be effective if notice is given in accordance with Section 8.29.02, (gb) 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 Action in any such courtcourt permitted by this Agreement, (hc) it 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 transactions contemplated hereby or thereby or the performance of any services thereunder, (d) agrees that no none of the Debt Financing Party shall be subject Sources will have any liability to the Company or any specialof its Subsidiaries or Company Related Parties or any of their respective Affiliates Representatives (in each case, consequentialother than Parent or its respective Subsidiaries) relating to or arising out of this Agreement, punitive the Debt Financing, the Debt Commitment Letters or indirect damages any of the transactions contemplated hereby or damages thereby or the performance of a tortious nature any services thereunder, whether in Law or in equity, whether in Contract or in tort or otherwise, (e) waives any rights or claims it may have against any of the Debt Financing Sources in connection with this Agreement, the Debt Financing or the Debt Commitment Letters, whether at law or equity, in Contract, in tort or otherwise, (f) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate (to the extent within control of the Company or any of the Contemplated Transactions its Subsidiaries or the performance Company Related Parties or any of their respective Affiliates or Representatives), and not to assist) any services thereunderAction against any Debt Financing Source in connection with this Agreement, the Debt Financing, the Debt Commitment Letters or the transactions contemplated by this Agreement and (ig) no amendment or waiver or other modification of agrees that this Section 8.14, Section 7.5, Section 8.5, Section 8.6, Section 8.7 9.11 and Section 8.11 (or any other provision or defined term the definition of this Agreement the amendment, modification or alteration of which has the effect of modifying such provisions) that is adverse “Debt Financing Sources” shall not be amended in any respect way adverse to any of the Debt Financing Parties shall be effective Sources without the prior written consent of the Debt Financing Parties and (j) the Debt Financing Parties are express and intended third party beneficiaries ofSources, and may rely upon and enforcenot to be unreasonably withheld, this Section 8.14, Section 7.5, Section 8.5, Section 8.6, Section 8.7, Section 8.11 and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 8.14. Notwithstanding the foregoing conditioned or anything to the contrary herein, nothing in this Agreement shall impact the rights of the Parent and its Affiliates, or the obligations of the Debt Financing Parties, under any agreement relating to the Debt Financing. This Section 8.14 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrarydelayed.

Debt Financing Matters. Notwithstanding anything to the contrary herein, the Company The Parties hereby agrees, on its own behalf and on behalf of its Subsidiaries and Company Related Parties, agree that (a) no Debt Financing Party Source shall have any liability (whether in contract or in tort, in Law law or in equity, or granted by statute) to for any claims, causes of the Companyaction, its Subsidiariesobligations or losses arising under, its or their equityholders, or any of their Representatives or Company Related Partiesout of, in each case, relating connection with or related in any manner to or arising out of this Agreement, the Debt Financing or any of the Contemplated Transactions Agreement or based on, in respect of or by reason of this 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 Lawlaw, in equity, in contract, in tort or otherwise) involving any Debt Financing Party Source 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 any state or federal Federal court sitting in the County Borough of Manhattan in The City 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 courtYork, (c) any such action will be governed by, no Party (other than NewCo or its Affiliates (and construed, enforced its or their permitted successors 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 assigns under the Debt Commitment Letter or another definitive document relating to the Debt Financing, (dLetter)) (x) the Company will not shall bring, permit any of its their respective Affiliates or Company Related Parties to bring, or support anyone else any other Person in bringing, any such claim, suit, action or proceeding in any other court, (y) it waives any and all rights or claims court against the Debt Financing Parties Sources, (d) the waiver of rights to trial by jury and governing law set forth in connection with this AgreementSection 10.10 applies to any such claim, the Debt Financing suit, action 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 thereunderSource, (e) it knowingly, intentionally no Party (other than Buyer or its Affiliates (and voluntarily waives its or their permitted successors and assigns under the Debt Commitment Letter)) shall be permitted to the fullest extent permitted by applicable law, trial by jury in bring any action brought claim against any Debt Financing Party in Source for failing to satisfy any way arising out of or relating obligation to this Agreement, fund the Debt Financing or any pursuant to the terms of the Contemplated Transactions or the performance of any services thereunderDebt Commitment Letter, (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 or any of the Contemplated Transactions or the performance of any services thereunder, (i) no amendment or waiver of Section 8.7(b), Section 10.4 or other modification of this Section 8.14, Section 7.5, Section 8.5, Section 8.6, Section 8.7 and Section 8.11 10.16 (or including the defined terms used therein to the extent used in any other provision or defined term of this Agreement the amendment, modification or alteration of which has the effect of modifying such provisionsSection) that is adverse in any respect to any of the Debt Financing Parties Sources shall be effective as to the Debt Financing Sources without the prior written consent of the Debt Financing Parties Sources that are party to the Debt Commitment Letter and (jg) the Debt Financing Parties Sources are express and intended third party beneficiaries ofof Section 8.7(b), Section 10.4 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 provisions 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 obligations of the Debt Financing Parties, under any agreement relating to the Debt Financing10.16. This Section 8.14 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.