Common use of Debt Financing Sources Clause in Contracts

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciary, advisory or agency relationship between the Debt Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement and the Debt Financing, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties thereto.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph), each Party, on behalf of itself, its Subsidiaries, its controlled Affiliates and its Affiliates acknowledge and agree that the Representatives of each of the foregoing, hereby: (a) each agrees that any Proceeding involving a Debt Financing Source will act as an independent contractor for arising out of or relating to this Agreement, the Parent and no fiduciaryDebt Financing, advisory the Debt Commitment Letter or agency relationship between any of the agreements entered into in connection with the Debt Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be Debt Commitment Letter or has been created in respect of any of the transactions contemplated by hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by 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 jurisdiction), (c) agrees not to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and or any of the agreements entered into in connection with the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, Debt Commitment Letter or any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions 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) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding in any such court, (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding brought against any Debt Financing Source in any way arising out of or relating to this Agreement and Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (df) Parent agrees that no Debt Financing Source 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, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Company have been advised Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (h) agrees that the Debt Financing Sources are engaged express third party beneficiaries of, and may enforce, and shall be entitled to rely on, this Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in a broad range this Agreement to the extent an amendment, modification, waiver or termination of transactions that such provision or definition would modify the substance of any of the foregoing provisions or definitions) may involve interests that differ from the Parent’s not be amended, modified, waived or the Company’s interests and that terminated in any way adverse to the Debt Financing Sources do not have without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any obligation to disclose such interests and transactions way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the Company by virtue rights of the Parent or any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, Subsidiaries against any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates Source, in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that each case under the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights the definitive agreements executed in favor of, any person (including connection with the Company) other than the parties theretoDebt Financing.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each of the parties on behalf of itself and each of its controlled Affiliates acknowledge and agree that hereby: (a) each agrees that any legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing Source will act as an independent contractor for Related Parties, arising out of or relating to this Agreement, the Parent and no fiduciaryDebt Financing, advisory or agency relationship between the Debt Commitment Letter, the definitive agreements entered into in connection with the Debt Financing Sources, on (the one hand, and the Parent “Definitive Debt Financing Agreements”) or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, and construed in accordance with, the laws of the State of New York (provided, however, that notwithstanding the forgoing and the governing law provisions of the Debt Commitment Letter, the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, it is understood and agreed that (A) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (B) the determination of the accuracy of any “target representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof the Parent or any of its Affiliates has the right to terminate its or their obligations hereunder or decline to consummate the Closing as a result thereof and (C) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, shall in each case be governed by and construed in accordance with the terms applicable to governing law as set forth in Section 8.07, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against the Debt Financing Source Related Parties in any way arising out of or relating to this Agreement and Agreement, the Debt Financing, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and Letter, the Definitive Debt Financing Sources, on Agreements or any of the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly transactions contemplated hereby or indirectly give rise to, nor do Parent thereby or the Company rely on, performance of any fiduciary duty on the part of the Debt Financing Sourcesservices thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and acceptfullest extent that it may effectively do so, the terms, risks and conditions defense of an inconvenient forum to the transactions contemplated by this Agreement and the Debt Financingmaintenance of such legal action in any such Subject Court, (d) Parent knowingly, intentionally and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, voluntarily waives to the fullest extent permitted by lawapplicable Law trial by jury in any legal action brought against the Debt Financing Source Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Agreements or any claims of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Source Related Parties will have any liability to any of the Company and its Subsidiaries or their Affiliates may have relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Agreements or any of the agreements entered into in connection with the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that the Company and its Subsidiaries and each of their respective Affiliates and their respective representatives shall not bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any of the Debt Financing Sources Source Related Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Source Related Party or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for breach of fiduciary duty or alleged breach of fiduciary duty any reason, and agree (g) agrees (x) that the Debt Financing Sources shall not have Source Related Parties are express third party beneficiaries of, and may enforce, any liability of the provisions in this Section 8.17 and (whether direct or indirecty) to the Company and its Affiliates in respect of such a fiduciary duty claim or extent any amendments to any person asserting a fiduciary duty claim on behalf provision of or in right this Section 8.17 are adverse to the Debt Financing Source Related Parties, such provisions shall not be amended without the prior written consent of the CompanyDebt Financing Source Related Parties. Notwithstanding anything contained herein to the contrary, including the Companynothing in this Section 8.17 shall in any way affect any party’s stockholders, employees or creditors. The Company any of their respective Affiliates’ rights and its Affiliates further acknowledge and agree that the remedies under any binding agreement to which a Debt Commitment Letter Financing Source Related Party is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoa party.

Debt Financing Sources. The Company Notwithstanding anything to the contrary contained herein, the Seller (on behalf of itself and its Affiliates acknowledge affiliates and agree that each officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof), solely in its capacity as a party to this Agreement, (ai) each hereby waives any claims or rights against any Debt Financing Source will act Source, solely in their respective capacities as an independent contractor for lenders or arrangers in connection with the Parent financing of the transactions contemplated hereby, relating to or arising out of this Agreement, the Commitment Letter and no fiduciarythe transactions contemplated hereby and thereby, advisory whether at law or agency relationship between in equity and whether in tort, contract or otherwise, (ii) hereby agrees not to commence any suit, action or proceeding against any Debt Financing Source, solely in their respective capacities as lenders or arrangers in connection with the financing of the transactions contemplated hereby, in connection with this Agreement, the 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 suit, action or proceeding asserted against any Debt Financing Source, solely in their respective capacities as lenders or arrangers in connection with the financing of the transactions contemplated hereby, by or on behalf of the Seller, any of its affiliates or any officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof in connection with this Agreement, the Commitment Letter and the transactions contemplated hereby and thereby to be dismissed or otherwise terminated. The Debt Financing Sources, on solely in their respective capacities as lenders or arrangers in connection with the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created in respect of any financing of the transactions contemplated by this Agreement and the Debt Financinghereby, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (rights or claims against the Seller or any related person thereof, in connection with this Agreement or the Financing, whether direct at law or indirect) to equity, in contract, in tort or otherwise. For the Company avoidance of doubt, this Section shall not amend or impinge the Seller’s rights under any separate agreements between the Seller and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditorsDebt Financing Source. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties thereto.[Signature page follows]

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each of the parties on behalf of itself and each of its Affiliates acknowledge and agree that affiliates hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any Action, advisory whether in law or agency relationship between in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, on arising out of or relating to, this Agreement, the one handDebt Financing, and the Parent Debt Commitment Letter, the definitive documents governing the Debt Financing or any of the agreements entered into in connection with the Debt Financing, the Debt Commitment Letter or the Company, on definitive documents governing the other hand, is intended to be Debt Financing or has been created in respect of any of the transactions contemplated by hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, and any appellate court thereof and each party irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, (b) agrees not to bring or support or permit any of its affiliates to bring or support any Action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources in any way arising out of or relating to this Agreement and Agreement, the Debt Financing, irrespective the Debt Commitment Letter, the definitive documents governing the Debt Financing or any of whether the agreements entered into in connection with the Debt Financing or any of the transactions 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, (c) 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, (d) 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 have advised in any way arising out of or are advising relating to this Agreement, the Parent Debt Financing, the Debt Commitment Letter, the definitive documents governing the Debt Financing or any of the agreements entered into in connection with the Debt Financing, a Debt Commitment Letter, the definitive documents governing the Debt Financing or any of the transactions contemplated hereby or thereby or the Company on other mattersperformance of any services thereunder, (be) each waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action involving any Debt Financing Source or the transactions contemplated hereby, any claim that it is acting solely not subject to the jurisdiction of the courts in New York as described herein for any reason, (f) agrees that none of the Debt Financing Sources will have any liability to any of the Parties or any of their respective controlled Affiliates or Representatives (in each case, other than under any binding agreement to which a principal Debt Financing is a party, including the Debt Commitment Letter) relating to or arising out of this Agreement, the Commitment Letter, the Financing 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) hereby waives any and all claims and causes of action against the Debt Financing Sources relating to or arising out of this Agreement, the Debt Commitment Letter, the Debt Financing 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 (in each case, other than Buyer pursuant to the terms of the Debt Financing or the Debt Commitment Letter), (h) agrees not to commence (and if commenced agree to dismiss or otherwise terminate, and not as an agent of to assist) any Action against any Debt Financing Sources under this Agreement, the Parent under Debt Financing, the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely ontransactions contemplated hereby or thereby (in each case, any fiduciary duty on other than Buyer pursuant to the part terms of the Debt Financing Sources, (c) or the Parent and the Company are capable of evaluating and understandingDebt Commitment Letter), and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (di) Parent and the Company have been advised agrees that the Debt Financing Sources are engaged express third party beneficiaries of, and may enforce, any of the provisions in a broad range of transactions that may involve interests that differ from this Section 12.14 and Section 12.8 to the Parent’s or extent contemplated thereby (and to the Company’s interests and that extent any amendments to such provisions are materially adverse to the Debt Financing Sources do Sources, such provisions shall not have any obligation to disclose such interests and transactions to be amended without the Parent or the Company by virtue prior written consent of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach Sources). Notwithstanding anything contained herein to the contrary, nothing in this Section 12.14 shall in any way affect any party’s or any of fiduciary duty or alleged breach of fiduciary duty their respective affiliates’ rights and agree that the remedies under any binding agreement to which a Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such Source is a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Companyparty, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoLetter.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, and each of its Subsidiaries and controlled Affiliates acknowledge and agree that hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any Action, advisory whether in law or agency relationship between in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, on arising out of or relating to, this Agreement, the one hand, and Debt Financing or any of the Parent agreements (including the Debt Commitment Letters) entered into in connection with the Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement and the Debt Financing, irrespective of whether the Debt Financing Sources have advised hereby or are advising the Parent thereby or the Company on other mattersperformance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, 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 Action to the exclusive jurisdiction of such court, (b) each Debt Financing Source is acting solely as a principal and not as an agent agrees that any such Action shall be governed by the laws of the Parent under 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 may otherwise be provided in the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the Letters or other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and applicable definitive document relating to the Debt Financing, (c) agrees not to bring or support or permit any of its Subsidiaries or controlled Affiliates to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letters or any document relating to the Debt Financing or any of the transactions 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) Parent agrees that service of process upon the Company, or their respective Subsidiaries or controlled Affiliates in any such Action or proceeding shall be effective if notice is given in accordance with Section 9.4, (e) 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, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such Action, including 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 document relating to the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that (i) neither the Company nor any of its Subsidiaries or controlled Affiliates (in each case, other than Buyer or its Subsidiaries) shall have been advised any rights or claims against any Debt Financing Source 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, whether at law or in equity, in contract, in tort or otherwise and (ii) none of the Debt Financing Sources will have any liability (including by way of consequential, punitive or indirect damages of a tortious nature) to the Company or any of its Subsidiaries or controlled Affiliates or representatives (in each case, other than Buyer or its Subsidiaries) relating to or arising out of 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, whether in law or in equity, whether in contract or in tort or otherwise, (h) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate, and not to assist) any Action against any Debt Financing Source under this Agreement, the Debt Financing, the Debt Commitment Letters or the transactions contemplated hereby or thereby or the performance of any of the services thereunder, (i) agrees that the Debt Financing Sources are engaged in a broad range express third party beneficiaries of, and may enforce, any of transactions that may involve interests that differ from the Parent’s or the Company’s interests provisions of this Section 9.19 and that such provisions and the definition of “Debt Financing Sources” (or any other provision of this Agreement to the extent that an amendment of such provision would modify the substance of any of the foregoing) shall not be amended in any way adverse to the Debt Financing Sources do not have any obligation to disclose such interests and transactions to without the Parent or the Company by virtue prior written consent of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty affected thereby) and agree that the (j) Buyer may assign its rights under this Agreement to any Debt Financing Sources shall not have any liability Source as collateral security. (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties thereto.SIGNATURE PAGE FOLLOWS)

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that Notwithstanding anything to the contrary contained in this Agreement, except for claims by Next Alt Sarl, Parent or Merger Sub against the Debt Financing Sources pursuant to the Financing Agreements, (a) each none of the parties hereto or any of their respective Affiliates nor any of their and their respective Affiliates’ directors, officers, employees, agents, partners, managers, controlling persons, representatives, members or stockholders shall have any rights or claims against any Debt Financing Source, in any way relating to this Agreement, the Merger, the Financing or any of the transactions contemplated hereby or thereby, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Financing Agreements or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and (b) no Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to any party hereto or any of their respective Affiliates nor any of their respective Affiliates’ directors, officers, employees, agents, partners, managers, controlling persons, representatives, members or stockholders for any obligations or liabilities of any party hereto under this Agreement, the Merger or the Financing or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Financing Agreements or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. In addition, in no event will act as an independent contractor any Debt Financing Source be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortuous nature. If, notwithstanding the Parent and no fiduciaryforegoing waivers, advisory or agency relationship between any claim is brought against the Debt Financing Sources, on such claim will be governed by New York law and subject to the one hand, jurisdiction limitations and waiver of jury trial provisions set forth in the Parent or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement and the Debt Financing, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely commitment letter as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the if fully set forth herein. The Debt Financing Sources are engaged in a broad range intended third party beneficiaries of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretothis Section 8.16.

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto: (a) each Debt Financing Source agrees that it will act as an independent contractor for the Parent and no fiduciarynot bring or support any person in any action, advisory suit, proceeding, cause of action, claim, cross-claim or agency relationship between third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing SourcesSources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, on including, but not limited to, any dispute arising out of or relating in any way to the one handDebt Commitment Letter or the performance thereof or the Debt Financing contemplated thereby, in any forum other than the federal and New York State courts located in the Borough of Manhattan of the City of New York; (b) agrees that, except as specifically set forth in the Debt Commitment Letter, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources in any way relating to the Debt Commitment Letter, the performance thereof or its negotiation, execution, performance or breach or any transaction contemplated hereby or the Debt Financing contemplated thereby, shall be exclusively governed by, and construed in accordance with, the Parent or Laws of the Company, on the other hand, is intended State of New York; and (c) hereby irrevocably and unconditionally waives any right such party may have to be or has been created a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the Debt Financing contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, (i) Seller and the Precoat Business and their respective representatives, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any rights or claims against any Debt Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement and or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt FinancingCommitment Letter or the performance thereof or the Debt Financing contemplated thereby, irrespective whether based on contract, tort or strict liability by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation, or applicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party hereto or another Person (including a claim to enforce the Debt Commitment Letter) or otherwise and (ii) no Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to Seller, the Precoat Business, their respective representatives and their 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 or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the Debt Financing contemplated thereby, whether based on contract, tort or strict liability by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party hereto or another Person (including a claim to enforce the Debt Commitment Letter) or otherwise; provided that notwithstanding the foregoing, nothing herein shall affect the rights, claims or remedies of Buyer against the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under with respect to the Debt Commitment Letter Letter, the Debt Financing or the definitive documentation with respect thereto or any of the transactions contemplated thereby or the performance of services thereunder. Notwithstanding anything to the contrary contained in this Agreement, (i) the Debt Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of Section 11.02 (Waiver; Amendment), Section 11.08 (Rights of Third Parties), Section 11.10 (Severability) and this Section 11.16 (Debt Financing Sources) and (ii) each of (x) Section 11.02 (Waiver; Amendment), Section 11.08 (Rights of Third Parties), Section 11.10 (Severability) and this Section 11.16 (Debt Financing Sources) may not be amended in a manner adverse to the Debt Financing Sources and (y) any other provision of this Agreement may not be amended in a way that conflicts with this Section 11.16 in a manner adverse to the Debt Financing Sources, on in each case, without the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part prior written consent of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and Sources party to the Debt Financing, (d) Parent Commitment Letter. This Section 11.16 is intended to benefit and the Company have been advised that may be enforced by Buyer and the Debt Financing Sources are engaged in a broad range and shall be binding on all successors and assigns of transactions that may involve interests that differ from Seller, the Parent’s Precoat Business, their respective representatives and their respective Affiliates, directors, officers, employees, agents, partners, managers, members or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties thereto.

Debt Financing Sources. The Company Notwithstanding anything herein to the contrary, the Sellers, the Seller Representative and its Affiliates acknowledge and agree that (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciary, advisory or agency relationship between the Debt Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created in respect behalf of themselves and any of the transactions contemplated by this Agreement and the Debt Financingtheir respective Affiliates, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, hereby (ba) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised acknowledge that the Debt Financing Sources are engaged (in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (etheir capacities as such) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct in contract, in tort or indirectotherwise) to the Company and its Affiliates in respect of such a fiduciary duty claim Sellers, the Seller Representative or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholdersor any of their respective Affiliates, employees for any obligations or creditors. The Company and its Affiliates further acknowledge and agree that liabilities of any Party hereto under this Agreement or the Debt Commitment Letter is not intended to confer or for any benefits uponclaim based on, in respect of, or create by reason of this Agreement, the Debt Commitment Letter or the transactions contemplated hereby or thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to any Debt Financing or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise, (b) waives any rights or claims (whether in favor ofcontract, in tort or otherwise) the Sellers, the Seller Representative or the Company or their respective Affiliates may have against any person of the Debt Financing Sources in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the Contemplated Transactions, (including c) agrees not to bring or support any Action (whether in contract, in tort or otherwise) against any of the Debt Financing Sources in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated hereby or thereby and (d) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Debt Financing Source in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated hereby or thereby; provided that, in no event will the Sellers, the Seller Representative and the Company, on behalf of themselves and any of their respective Affiliates have any liability of any kind or nature to any lender or related party arising or resulting from any cooperation or assistance provided pursuant to this Agreement, except to the extent that such liability results from the gross negligence, bad faith or willful misconduct of the Sellers, the Seller Representative or the Company or any of their respective directors, managers, officers, employees, agents or representatives. Nothing in this Section 10.16 shall in any way limit or qualify the rights and obligations of (i) the Debt Financing Sources for the Debt Financing and the other than parties to the parties Debt Financing (or the definitive documents entered into pursuant thereto) to each other thereunder or in connection therewith, including pursuant to the Debt Commitment Letter, and (ii) the Sellers, the Seller Representative or the Company against Parent.

Debt Financing Sources. The Company Parent, on behalf of itself, its Subsidiaries and each of its Affiliates acknowledge and agree that controlled Affiliates, hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any legal action, advisory whether in Law or agency relationship between in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, on arising out of or relating to, this Agreement, the one hand, and the Parent Debt Commitment Letter or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement and the Debt Financing, irrespective shall be subject to the exclusive jurisdiction of whether any federal or state court in the Borough of Manhattan, New York, New York, and any appellate court thereof, and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court, and agrees not to bring or support any such legal action against any Debt Financing Source in any forum other than such courts, (b) agrees that any such legal action shall be governed by 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 any other agreement relating to the Debt Financing, (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any such legal action brought against the Debt Financing Sources have advised in any way arising out of or are advising the Parent or the Company on other mattersrelating to, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under this Agreement, the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) agrees that none of the Debt Financing Sources shall have any liability to Parent or any of its Subsidiaries relating to or arising out of this Agreement, the Debt Commitment Letter or the Debt Financing (subject to the last sentence of this Section 11.14), and the Company have been advised (e) agrees that the Debt Financing Sources are engaged in a broad range express third party beneficiaries of, and may enforce, any of transactions that may involve interests that differ from the Parent’s or the Company’s interests provisions of this Section 11.14 and that this Section 11.14 may not be amended without the written consent of the Lenders. Notwithstanding the foregoing, nothing in this Section 11.14 shall in any way limit or modify the rights and obligations of the Acquiror under this Agreement, or any Debt Financing Sources do not have any obligation to disclose such interests and transactions Source’s obligations to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that Acquiror under the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoLetter.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each of the parties on behalf of itself and each of its Affiliates acknowledge and agree that hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any Action, advisory whether in law or agency relationship between in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, on arising out of or relating to, this Agreement, the one handDebt Financing, and the Parent Debt Commitment Documentation, the definitive documentation governing the Debt Financing or any of the agreements entered into in connection with the Debt Financing, the Debt Commitment Documentation or the Company, on definitive documentation governing the other hand, is intended to be Debt Financing or has been created in respect of any of the transactions contemplated by hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, and any appellate court thereof and each party irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, (b) agrees not to bring or support or permit any of its Affiliates to bring or support any Action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources in any way arising out of or relating to this Agreement and Agreement, the Debt Financing, irrespective the Debt Commitment Documentation, the definitive documentation governing the Debt Financing or any of whether the agreements entered into in connection with the Debt Financing or any of the transactions 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, (c) 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, (d) 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 have advised in any way arising out of or are advising relating to this Agreement, the Parent or the Company on other mattersDebt Financing, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and Documentation, the definitive documentation governing the Debt Financing Sourcesor any of the agreements entered into in connection with the Debt Financing, on the one handDebt Commitment Documentation, and the Parent, on definitive documentation governing the other hand, have an arm’s-length business relationship that does not directly Debt Financing or indirectly give rise to, nor do Parent any of the transactions contemplated hereby or thereby or the Company rely onperformance of any services thereunder, any fiduciary duty on the part (e) agrees that none of the Debt Financing SourcesSources will have any liability to any of the Company, (c) the Seller, the Parent and the Company are capable or any of evaluating and understanding, and Parent and the Company understand and accepttheir respective Affiliates or Representatives relating to or arising out of this Agreement, the termsDebt Financing, risks and conditions the Debt Commitment Documentation, the definitive documentation governing the Debt Financing or any of the agreements entered into in connection with the Debt Financing, the Debt Commitment Documentation or the definitive documentation governing the Debt Financing or any of the transactions contemplated by hereby or thereby or the performance of any services thereunder and that it shall not and shall not permit any of its Affiliates or any of their respective officers, directors, or employees to seek any action for specific performance against any of the Debt Financing Sources relating to or in any way arising out of this Agreement and Agreement, the Debt Financing, the Debt Commitment Documentation, the definitive documentation governing the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (df) Parent waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action involving any Debt Financing Source or the Company have been advised transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, and (g) agrees that the Debt Financing Sources are engaged express third party beneficiaries of, and may enforce, any of the provisions in a broad range this Section 11.16 and Section 10.03(e), Section 11.06, Section 11.07, Section 11.08 and Section 11.10 to the extent contemplated thereby (and to the extent any amendments to such provisions are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation party to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter Letter). Notwithstanding anything contained herein to the contrary, nothing in this Section 11.16 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoa party.