Common use of Debt Financing Clause in Contracts

Debt Financing. Notwithstanding anything in this Agreement to the contrary, each of Seller and, prior to the Closing, the Company, on behalf of itself, its Subsidiaries, its controlled Affiliates and its Representatives, hereby: (a) agrees that any Action of any kind or description, whether in contract or in tort or otherwise, involving any Financing Party, arising out of or relating to this Agreement, the Debt Financing or any of 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 shall be subject to the exclusive jurisdiction of any federal or state court sitting 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) agrees that any such 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 expressly provided in any applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support, or permit any of its controlled Affiliates to bring or support, any Action, whether in contract or in tort or otherwise, arising out of or relating to this Agreement, the Debt Financing or any of 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 against any Financing Party and to cause any such Action asserted to be dismissed or otherwise terminated; (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any such Action brought against any Financing Party in any way arising out of or relating to this Agreement, the Debt Financing or any of 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; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of 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; (f) agrees that no Financing Party shall have any liability to Seller, any of its Affiliates or any of their respective Representatives arising out of or relating to this Agreement, the Debt Financing or any of 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; (g) agrees that no 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 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; (h) agrees that the Financing Parties are express third party beneficiaries of, and may enforce any of the provisions of this Section 10.24; and (i) agrees that this Section 10.24 and the definition of “Financing Sources” and “Financing Parties” (and any provision of this Agreement to the extent an amendment, modification, or waiver of such provision would modify the substance of the foregoing provisions) may not be amended, modified or waived in any manner that is materially adverse to the Financing Parties without the prior written consent of the Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely to the extent the Group Companies have been provided notice of the existence of any applicable Debt Financing (and received copies of the agreements related thereto) as required pursuant to Section 8.11.1. Notwithstanding the foregoing, nothing in this Section 10.24 shall affect the rights of Buyer against the Financing Parties with respect to the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated thereby or the performance of any services thereunder.

Debt Financing. Notwithstanding anything in this Agreement to the contrary, each of Seller and, prior to the Closing, the Companyparties hereto, on behalf of itself, its Subsidiaries, Subsidiaries and each of its controlled Affiliates and its Representatives, hereby: hereby (a) agrees that any Action action, suit or proceeding of any kind or description, whether in contract or in tort or otherwise, involving any the Debt Financing PartySources, arising out of or relating to this Agreement, Agreement or the Debt DIP Financing or any of the agreements entered into in connection with the Debt DIP Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of the Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from) jurisdiction, the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof, and any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum if the Bankruptcy Court is and remains not available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action action, suit or proceeding to the exclusive jurisdiction of such court; (b) agrees that any such Action action, suit or proceeding 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)York, except as otherwise expressly provided in any the DIP Credit Agreement or other applicable definitive document agreement relating to the Debt DIP Financing; (c) agrees not to bring or support, support or permit any of its controlled Affiliates Subsidiaries to bring or supportsupport any action, suit or proceeding of any Actionkind 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 or any of the agreements entered into in connection with the Debt DIP Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against in any Financing Party forum other than the Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from) jurisdiction, the courts of the State of New York, the courts of the United States of America for the Southern District of New York and to cause appellate courts from any such Action asserted to be dismissed or otherwise terminatedthereof; (d) knowinglyirrevocably waives, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such Action brought against any Financing Party in any way arising out of or relating to this Agreement, the Debt Financing or any of 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 thereundercourt; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law trial by jury in any rights action, suit or claims proceeding brought against any the Debt Financing Party Sources in any way arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt DIP Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) solely with respect to Seller, its Subsidiaries and its Affiliates, agrees that no none of the Debt Financing Party shall Sources will have any liability to Seller, its Subsidiaries or any of its Affiliates or any of their respective Representatives officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent or representative relating to or arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt DIP 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 and neither Seller, its Subsidiaries nor its Affiliates will have any rights or claims against any of the Debt Financing Sources hereunder or thereunder; (g) agrees that no 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 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; (h) agrees that the Financing Parties Sources are express third third-party beneficiaries of, and may enforce any of the provisions of this Section 10.249.13; and (ih) agrees that the provisions of Section 4.25, Section 9.10, this Section 10.24 9.13 and the definition definitions of “DIP Lenders” and “Debt Financing Sources” and “Financing Parties” (and any provision of this Agreement to the extent an amendment, modification, or waiver of such provision would modify the substance of the foregoing provisions) may shall not be amended, modified or waived in any manner that is way materially adverse to the Debt Financing Parties Sources without the prior written consent of the Financing Sources; provided that notwithstanding Required Lenders (as defined in the foregoingDIP Credit Agreement) or with respect to any Alternative Financing, this Section 10.24 shall apply solely the equivalent term to the extent the Group Companies have been provided notice of the existence of any applicable Debt Financing (and received copies of the agreements related thereto) as required pursuant Required Lenders with respect to Section 8.11.1such Alternative Financing. Notwithstanding the foregoing, nothing in this Section 10.24 9.13 shall affect in any way limit or modify the rights and obligations of Buyer against Buyer, the Financing Parties DIP Borrower or any of their respective Subsidiaries under this Agreement or any DIP Lender’s obligations to Buyer, the DIP Borrower or any of their respective Subsidiaries under the DIP Credit Agreement. This Section 9.13 shall, with respect to the Debt Financing or matters referenced herein, supersede any provision of this Agreement to the agreements entered into in connection with the Debt Financing or any of the transactions contemplated thereby or the performance of any services thereundercontrary.

Debt Financing. Notwithstanding anything in this Agreement to the contrary, each of Seller and, prior to the Closing, the Company, Company on behalf of itself, its Subsidiaries, Subsidiaries and each of its controlled Affiliates and its Representatives, hereby: (a) agrees that any Action action, suit or proceeding of any kind or description, whether in contract or in tort or otherwise, involving any the Debt Financing PartyParties, arising out of or relating to this Agreement, the Debt Commitment Letter or the Debt Financing or any of 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 shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 action, suit or proceeding to the exclusive jurisdiction of such court; (b) agrees that any such Action action, suit or proceeding 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 expressly provided in any applicable Debt Commitment Letters or other applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support, support or permit any of its controlled Affiliates Subsidiaries to bring or supportsupport any action, suit or proceeding of any Actionkind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Party in any way arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with Financing, the Debt Financing Commitment Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against in any Financing Party and to cause forum other than any such Action asserted to be dismissed federal or otherwise terminated; state court in the Borough of Manhattan, New York, New York, (d) knowinglyirrevocably waives, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such Action brought against any Financing Party in any way arising out of or relating to this Agreement, the Debt Financing or any of 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 thereundercourt; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law trial by jury in any rights action, suit or claims proceeding brought against any the Debt Financing Party Parties in any way arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements entered into in connection with Financing, the Debt Financing Commitment Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that no none of the Debt Financing Party shall Parties will have any liability to Seller, the Company or any of its Affiliates Subsidiaries or any of their respective Representatives Affiliates or representatives relating to or arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with Financing, the Debt Financing 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, (g) agrees that no Financing Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, (and each other party hereto agrees that) the Debt Financing or any of 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; (h) agrees that the Financing Parties are express third party beneficiaries of, and may enforce any of the provisions of this Section 10.24; 8.14, and (ih) agrees that the provisions of this Section 10.24 8.14 and the definition definitions of “Financing SourcesLenders” and “Debt Financing Parties” (and any provision other provisions of this Agreement to the extent an amendment, modification, or waiver of such provision a modification thereof would modify affect the substance of any of the foregoing provisionsforegoing) may shall not be amended, modified or waived amended in any manner that is way materially adverse to the Debt Financing Parties without the prior written consent of the Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely to the extent the Group Companies have been provided notice of the existence of any applicable Debt Financing (and received copies of the agreements related thereto) as required pursuant to Section 8.11.1Lenders. Notwithstanding the foregoing, nothing in this Section 10.24 8.14 shall affect in any way limit or modify the rights and obligations of Buyer against the Financing Parties Parent or Merger Sub under this Agreement or any Lender’s obligations to Parent or Merger Sub under the Debt Commitment Letters or Parent or Merger Sub, (and following the Closing Date, the Company or any of its Subsidiaries) under the definitive agreements governing the Debt Financing. This Section 8.14 shall, with respect to the Debt Financing or matters referenced herein, supersede any provision of this Agreement to the agreements entered into in connection with the Debt Financing or any of the transactions contemplated thereby or the performance of any services thereundercontrary.

Debt Financing. Notwithstanding anything in this Agreement to the contrary, each of Seller and, prior to the Closing, the CompanyParties, on behalf of itselfitself and each of its Affiliates, its Subsidiaries, its controlled Affiliates and its Representatives, hereby: hereby (ai) agrees that it will not bring or support any Action of any kind Proceeding, whether in law or descriptionin equity, whether in contract or in tort or otherwise, involving any the Debt Financing PartySources, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letters, the Definitive Financing Agreements and each Fee Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject (any such Proceeding being referred to the exclusive jurisdiction of as a “Debt Financing Sources Proceeding”) in any federal or forum other than exclusively in any state court sitting or federal court of the United States of America located in the Borough State of Manhattan, New York, New York, so long as such forum is York (and remains available, appellate courts thereof) and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action Proceeding to the exclusive jurisdiction of such court; courts and irrevocably and unconditionally waives any objection to the laying of venue of any Debt Financing Sources Proceeding brought in any such court or any claim that any Debt Financing Sources Proceeding brought in any such court has been brought in an inconvenient forum, (bii) agrees that any such Action shall Debt Financing Sources Proceeding will 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 expressly provided (iii) agrees that service of process upon such Person in any applicable definitive document agreement relating such Proceeding will be effective if notice is given in accordance with Section 9.4, (iv) agrees that notwithstanding anything to the contrary contained herein, no Debt Financing; Financing Party will have any liability (c) agrees not to bring or support, or permit any of its controlled Affiliates to bring or support, any Action, whether in contract or in tort tort, in Law or otherwisein equity, or governed by statute) to the Seller, Aquarion Water Company, their Affiliates or their respective Representatives, and none of the Seller, Aquarion Water Company, their Affiliates or their respective Representatives shall have any rights or claims (and each of the Seller and Aquarion Water Company, each on behalf of themselves and their Representatives hereby waives any such rights or claims) against any of the Debt Financing Parties, in each case, for any claims, causes of action, obligations or losses arising under, out of of, in connection with or relating related in any manner to this Agreement, the Debt Commitment Letters, the Definitive Financing or any of 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 against any Financing Party and to cause any such Action asserted to be dismissed or otherwise terminated; (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any such Action brought against any Financing Party in any way arising out of or relating to this AgreementAgreements, the Debt Financing or any of the agreements entered into in connection with the Debt Financing negotiation, execution, performance or any of the transactions contemplated breach hereby or thereby or the performance of any services thereunder; thereby, (ev) knowinglyKNOWINGLY, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Party in any way arising out of or relating toINTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY DEBT FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT, this AgreementTHE DEBT FINANCING, the Debt Financing or any of 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; THE DEBT COMMITMENT LETTERS, DEFINITIVE FINANCING AGREEMENTS, ANY FEE LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (f) agrees that no Financing Party shall have any liability to Seller, any of its Affiliates or any of their respective Representatives arising out of or relating to this Agreement, the Debt Financing or any of 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; (g) agrees that no 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 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; (hvi) agrees that the Debt Financing Parties Sources are express third third-party beneficiaries of, and may enforce any of the provisions of enforce, this Section 10.24; 9.24 and any and all other rights available to them hereunder and (ivii) agrees that the provisions in this Section 10.24 and the definition of “Financing Sources” and “Financing Parties” (9.24 and any definition set forth in, or any other provision of of, this Agreement to the extent that an amendment, modification, waiver or waiver other modification of such definition or other provision would amend, waive or otherwise modify the substance of the foregoing provisions) may this Section 9.24 shall not be amended, modified waived or waived otherwise modified, in each case, in any manner that is way materially adverse to the Debt Financing Parties without the prior written consent of the Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely to the extent the Group Companies have been provided notice of the existence of any applicable Debt Financing Sources (and received copies of the agreements related thereto) as required pursuant to any such amendment, waiver or other modification without such prior written consent shall be null and void). This Section 8.11.1. Notwithstanding the foregoing, nothing in this Section 10.24 shall affect 9.24 will not limit the rights of Buyer against the Financing Parties with respect parties to the Debt Financing under the Debt Commitment Letters or any other definitive agreement in respect of the agreements entered into in connection with the Debt Financing or any of (including the transactions contemplated thereby or the performance of any services thereunderDefinitive Financing Agreements and each Fee Letter).

Debt Financing. Notwithstanding anything in this Agreement to the contrary, each of Seller and, prior the parties to the Closing, the Companythis Agreement, on behalf of itselfitself and each of its Affiliates, its Subsidiaries, its controlled Affiliates and its Representatives, hereby: hereby (ai) agrees that it will not bring or support any Action action, cause of action, claim, cross-claim or third-party claim or any kind Action, whether in law or descriptionin equity, whether in contract or in tort or otherwise, involving any the Debt Financing PartySources, arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter(s) and each Fee Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of in any federal or state court sitting forum other than exclusively in the Borough Supreme Court of Manhattan, the State of New York, County of New York, so long as such forum or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and remains available, appellate courts thereof) 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; courts, (bii) agrees that any such 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 expressly provided in any applicable definitive document agreement relating to the Debt Financing; (ciii) agrees not to bring or support, or permit any that service of its controlled Affiliates to bring or support, any Action, whether process upon such Person in contract or in tort or otherwise, arising out of or relating to this Agreement, the Debt Financing or any of 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 against any Financing Party and to cause any such Action asserted to shall be dismissed or otherwise terminated; effective if notice is given in accordance with Section 10.4, (div) knowingly, intentionally and voluntarily waives waives, to the fullest extent permitted by applicable Law law, trial by jury in any such Action brought against any Debt Financing Party Source in any way arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements entered into in connection with Financing, the Debt Financing Commitment Letter(s), any Fee Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; , (ev) knowingly, intentionally and voluntarily waives agrees that notwithstanding anything to the fullest extent permitted by applicable Law contrary contained herein, none of the Seller, any of its Affiliates nor any of their respective stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives shall have any rights or claims against any Debt Financing Party in any way Source relating to or arising out of or relating to, this Agreement, the Debt Financing or any of the agreements entered into in connection with Financing, the Debt Financing Commitment Letter(s), any Fee Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; , whether at law or equity, in contract, in tort or otherwise, (fvi) agrees that no Financing Party shall have any liability to SellerKNOWINGLY, any of its Affiliates or any of their respective Representatives arising out of or relating to this AgreementINTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY DEBT FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, the Debt Financing or any of 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; THIS AGREEMENT, THE DEBT FINANCING, THE DEBT COMMITMENT LETTER(S), ANY FEE LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER and (g) agrees that no 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 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; (hvii) agrees that the Debt Financing Parties Sources are express third third-party beneficiaries of, and may enforce enforce, any of the provisions of herein reflecting the foregoing agreements in this Section 10.24; and (i) agrees that this Section 10.24 and the definition of “Financing Sources” and “Financing Parties” 10.16 (and any provision of this Agreement to the extent an amendment, modification, or waiver of such provision would modify the substance of the foregoing provisions) may provisions shall not be amended, modified or waived amended in any manner respect that is materially adverse to the Debt Financing Parties Sources without the prior written consent of the Debt Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely Sources party to the extent the Group Companies have been provided notice of the existence of any applicable Debt Financing (and received copies of the agreements related thereto) as required pursuant to Commitment Letter at such time). This Section 8.11.1. Notwithstanding the foregoing, nothing in this Section 10.24 10.16 shall affect not limit the rights of Buyer against the Financing Parties with respect parties to the Debt Financing under the Debt Commitment Letter(s) or any other definitive agreement in respect of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated thereby or the performance of any services thereunderFinancing.

Debt Financing. Notwithstanding anything in this Agreement to the contrary, each of Seller and, prior to the Closing, the Company, on behalf of itself, its Subsidiaries, its controlled Affiliates and its Representatives, Party hereby: (a) agrees that any Action of any kind action, whether in law or descriptionin equity, whether in contract or in tort or otherwise, involving any the Debt Financing PartySource Related Parties, arising out of or relating to to, this Agreement, the Debt Financing or any of 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 shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 Party irrevocably submits itself and its property with respect to any such Action action to the exclusive jurisdiction of such court; , and such action (bexcept 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 law of the State of Delaware)) agrees that any such 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 statejurisdiction), except as otherwise expressly provided in any applicable definitive document agreement relating to the Debt Financing; (cb) agrees not to bring or supportsupport any action of any kind or description, whether in law or permit any of its controlled Affiliates to bring or support, any Actionin equity, whether in contract or in tort or otherwise, arising out of or relating to this Agreement, the against any Debt Financing or any of 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 against any Financing Party and to cause any such Action asserted to be dismissed or otherwise terminated; (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any such Action brought against any Financing Party in any way arising out of or relating to this Agreement, the Debt Financing or any of 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; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source Related Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of the agreements entered into transactions contemplated hereby or thereby or the performance of any services thereunder in connection any forum other than any federal or state court in the Borough of Manhattan, New York, New York; (c) agrees that service of process upon any Party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any action brought against the Debt Financing Source in any way arising out of or relating to, this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that no none of the Debt Financing Party Source Related Parties shall have any liability to Seller, the Company or any of its Subsidiaries or Affiliates relating to or any of their respective Representatives arising out of or relating to this Agreement, the Debt Financing or any of 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; , whether in law or in equity, whether in contract or in tort or otherwise (g) agrees that no Financing Party shall be subject to any specialprovided that, consequential, punitive or indirect damages or damages of a tortious nature 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 transactions contemplated hereby or thereby or the performance of any services thereunder; (h) agrees that the Financing Parties are express third party beneficiaries of, and may enforce any of the provisions of this Section 10.24; and (i) agrees that this Section 10.24 and the definition of “Financing Sources” and “Financing Parties” (and any provision of this Agreement to the extent an amendment, modification, or waiver of such provision would modify the substance of the foregoing provisions) may not be amended, modified or waived in any manner that is materially adverse to the Financing Parties without the prior written consent of the Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely to the extent the Group Companies have been provided notice of the existence of any applicable Debt Financing (and received copies of the agreements related thereto) as required pursuant to Section 8.11.1. Notwithstanding the foregoing, nothing in this Section 10.24 herein shall affect the rights of Buyer Parent, Merger Sub or Parent’s post-Closing Subsidiaries against the Debt Financing Source Related Parties with respect to the Debt Financing or any of the agreements entered into in connection with transactions contemplated thereby); and (g) agrees that the Debt Financing or Source Related Parties are express third-party beneficiaries of, and may enforce, any of the transactions contemplated thereby or provisions in this Section 9.13 and such provisions, Section 8.3(e) and the performance of any services thereunder.definition of

Debt Financing. Notwithstanding anything in this Agreement to the contrary, each of Seller and, prior to the Closing, the Company, on behalf of itself, its Subsidiaries, its controlled Affiliates and its Representatives, hereby: Company hereby (ai) agrees that any Action of any kind legal proceeding, whether in law or descriptionin equity, whether in contract or in tort or otherwise, involving any Financing Party, arising out of or relating to this Agreement, the Debt Financing or any of 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 shall be subject to the exclusive jurisdiction of any federal or state court sitting 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) agrees that any such 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 expressly provided in any applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support, or permit any of its controlled Affiliates to bring or support, any Action, whether in contract or in tort or otherwise, arising out of or relating to this Agreement, the Debt Financing or any of 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 against any Financing Party and to cause any such Action asserted to be dismissed or otherwise terminated; (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any such Action brought against any Financing Party in any way arising out of or relating to this Agreement, the Debt Financing or any of 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; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Party in any way Source arising out of or relating to, this Agreement, the Debt Financing or any of 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; thereunder (fa “Debt Financing Action”) 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 the Company hereby irrevocably submits itself and its property with respect to any such Debt Financing Action to the exclusive jurisdiction of such court, and such Debt Financing Action (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 (including the Debt Commitment Letter)) that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law 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), (ii) agrees that no not to bring or support any Debt Financing Party shall have Action against any liability to Seller, Debt Financing Source in any of its Affiliates or any of their respective Representatives way arising out of or relating to to, this Agreement, the Debt Financing or any of the agreements entered into transactions contemplated hereby or thereby or the performance of any services thereunder in connection any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees that service of process in any such Debt Financing Action shall be effective if notice is given in accordance with the procedures set forth in Section 9.2, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any Debt Financing Action in any such court with respect to any Debt Financing Action against any Debt Financing Source, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law, trial by jury in any Debt Financing Action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; , (gvi) agrees that no none of the Debt Financing Party shall be subject Sources will have any liability to any special, consequential, punitive the parties hereto relating to or indirect damages or damages arising out of a tortious nature 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 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 Financing Parties are express third party beneficiaries ofprovided that, and may enforce any of the provisions of this Section 10.24; and (i) agrees that this Section 10.24 and the definition of “Financing Sources” and “Financing Parties” (and any provision of this Agreement to the extent an amendment, modification, or waiver of such provision would modify the substance of the foregoing provisions) may not be amended, modified or waived in any manner that is materially adverse to the Financing Parties without the prior written consent of the Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely to the extent the Group Companies have been provided notice of the existence of any applicable Debt Financing (and received copies of the agreements related thereto) as required pursuant to Section 8.11.1. Notwithstanding the foregoing, nothing in this Section 10.24 herein shall affect the rights of Buyer the Surviving Corporation and Parent and their respective subsidiaries against the Debt Financing Parties Sources under the Debt Commitment Letter or any definitive financing agreement with respect to the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated thereby or the performance of any services thereunderthereunder following the Merger) and (vii) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 9.14 and such provisions and the definitions of “Lenders”, “Debt Financing” and “Debt Financing Source” shall not be amended in any way adverse to any Debt Financing Source without the prior written consent of such Debt Financing Source (such consent not to be unreasonably withheld, conditioned or delayed). In furtherance and not in limitation of the foregoing waivers and agreements, it is acknowledged that no Debt Financing Source shall have any liability for any claims or damages to the Company in connection with this Agreement, the Debt Financing and the transactions contemplated hereby and thereby.

Debt Financing. Notwithstanding anything to the contrary contained in this Agreement to the contrary, each of Seller and, prior to the Closing, the Agreement: (a) The Company, on behalf of itself, each of the Company Subsidiaries and each of its Subsidiariesand their respective Affiliates, its controlled Affiliates and its each of their respective Representatives, hereby (i) acknowledges that no Debt Financing Source shall have any liability under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby: (a) agrees that , including, but not limited to, any Action of any kind dispute related to, or description, whether in contract or in tort or otherwise, involving any Financing Party, arising out of or relating to this Agreementfrom, the Debt Financing or any of the agreements entered into in connection with Financing, the Debt Financing or any of the transactions contemplated hereby or thereby Commitment Letters or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattanthereof, 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; (bii) agrees that any such 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 expressly provided in any applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support, or permit any of its controlled Affiliates to bring or support, any Action, whether in contract or in tort or otherwise, arising out of or relating to this Agreement, the Debt Financing or any of 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 against any Financing Party and to cause any such Action asserted to be dismissed or otherwise terminated; (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any such Action brought against any Financing Party in any way arising out of or relating to this Agreement, the Debt Financing or any of 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; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims that it may have against any Financing Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of 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; (f) agrees that no Financing Party shall have any liability to Seller, any of its Affiliates or any of their respective Representatives arising out of or relating to this Agreement, the Debt Financing or any of 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; (g) agrees that no Financing Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature Source in connection with this Agreement, the Debt Financing or the Debt Commitment Letters, whether at law or equity, in contract, in tort or otherwise, and (iii) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate, and not to assist) any of the agreements entered into action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Debt Financing Source in connection with this Agreement, the Debt Financing Financing, the Debt Commitment Letters or any of the transactions contemplated hereby or thereby thereby. (b) With respect to any dispute or proceeding against any Debt Financing Source relating to this Agreement, the Debt Financing, the Debt Commitment Letters or the performance transactions contemplated hereby or thereby, each party hereto, on behalf of itself, each of its Subsidiaries and Affiliates, and each of their respective Representatives, (i) submits to the exclusive jurisdiction of the courts of the State of New York or federal courts of the United States of America, in each case, sitting in the Borough of Manhattan, and any appellate court from any thereof (the courts described in this clause (i), the “Applicable Courts”), and agrees that all claims in respect of any services thereunder; such litigation may be heard and determined only in the Applicable Courts, (hii) waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue of any proceeding in any Applicable Court, (iii) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such proceeding in any Applicable Court, and (iv) agrees that the Financing Parties are express third party beneficiaries of, a final judgment in any such proceeding shall be conclusive and may be enforced in other jurisdictions by suit in on the judgment or any other manner provided by Law. (c) Parent and Merger Subsidiary may collaterally assign any or all of its rights hereunder to any Debt Financing Source. (d) Each party hereto agrees that each Debt Financing Source shall be an intended third-party beneficiary of each of the provisions of Section 8.1, Section 8.4, Section 8.6 and this Section 8.11 and shall be entitled to rely on and enforce any and all such provisions. (e) None of the provisions of this Agreement described in Section 10.24; and (i) agrees that 8.1, Section 8.4, Section 8.6 or this Section 10.24 and the definition of “Financing Sources” and “Financing Parties” (and any provision of this Agreement to the extent an amendment, modification, or waiver of such provision would modify the substance of the foregoing provisions) 8.11 may not be amended, modified or waived supplemented in any a manner that is materially adverse in any material respect to the any Debt Financing Parties Source without the prior written consent of the Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely to the extent the Group Companies have been provided notice of the existence of any applicable such Debt Financing (and received copies of the agreements related thereto) as required pursuant to Section 8.11.1. Notwithstanding the foregoing, nothing in this Section 10.24 shall affect the rights of Buyer against the Financing Parties with respect to the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated thereby or the performance of any services thereunderSource.

Debt Financing. Notwithstanding anything in this Agreement to the contrary, each of Seller and, prior to the Closing, the Company, Acquiror on behalf of itself, its Subsidiaries, Subsidiaries and each of its controlled Affiliates and its RepresentativesAffiliates, hereby: (a) agrees that any Action action, suit or proceeding of any kind or description, whether in contract or in tort or otherwise, involving any the Debt Financing PartySources, arising out of or relating to this Agreement, the Debt Commitment Letter or the Debt Financing or any of 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 shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 action, suit or proceeding to the exclusive jurisdiction of such court; (b) agrees that any such Action action, suit or proceeding 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 expressly provided in any the Debt Commitment Letter or other applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support, or permit any of its controlled Affiliates to bring or support, any Actionaction, suit or proceeding, whether in contract or in tort or otherwise, arising out of or relating to this Agreement, the Debt Commitment Letter or the Debt Financing or any of 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 against any Debt Financing Party and to cause Source in any such Action asserted to be dismissed forum other than any federal or otherwise terminatedstate court sitting in the Borough of Manhattan, New York, New York; (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law trial by jury in any such Action action, suit or proceeding brought against any the Debt Financing Party Sources in any way arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with Financing, the Debt Financing Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (e) knowingly, intentionally and voluntarily waives agrees that none of the Debt Financing Sources will have any liability prior to the fullest extent permitted by applicable Law Effective Time to the Acquiror or any rights of its Subsidiaries or claims against any Financing Party in any way of their respective controlled Affiliates or representatives relating to or arising out of or relating to, this Agreement, the Debt Financing or any of the agreements entered into in connection with Financing, the Debt Financing 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; (f) agrees that no Financing Party shall have any liability to Seller, any of its Affiliates or any of their respective Representatives arising out of or relating to this Agreement, the Debt Financing or any of 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; (g) agrees that no 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 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; (h) agrees that the Financing Parties Sources are express third party beneficiaries of, and may enforce any of the provisions of this Section 10.2411.18; and (ig) agrees that that, notwithstanding anything to the contrary herein, this Section 10.24 11.18 and the definition of “Debt Financing Sources” and “Financing Parties” (and any provision of this Agreement to the extent an amendment, modification, or waiver of such provision would modify the substance of the foregoing provisions) may not be amended, modified or waived in any manner that is materially adverse to the Debt Financing Parties Sources without the prior written consent of the Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely to the extent the Group Companies have been provided notice of the existence of any applicable Debt Financing (and received copies of the agreements related thereto) as required pursuant to Section 8.11.1Lenders. Notwithstanding the foregoing, nothing in this Section 10.24 11.18 shall affect in any way limit or modify the rights and obligations of Buyer against the Financing Parties with respect to the Debt Financing Company or any of the agreements its Subsidiaries under this Agreement or any Debt Financing Source’s (or any other Person’s that entered into agreements in connection with the Debt Financing Financing) obligations to the Company or any of its Subsidiaries under the transactions contemplated thereby Debt Commitment Letter or the performance definitive agreements governing the Debt Financing. This Section 11.18 shall, with respect to the matters referenced herein, supersede any provision of any services thereunderthis Agreement to the contrary.

Debt Financing. Notwithstanding anything to the contrary contained herein, (i) in the case of the Debt Financing committed pursuant to the Commitment Papers on the date hereof, or any Alternative Financing where the commitment is obtained by Aebi Schmidt or any of its Affiliates, none of Shyft and its Affiliates and their respective shareholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (other than Aebi Schmidt and its Affiliates after Closing) shall and (ii) in the case of any Alternative Financing where the commitment is obtained by Shyft or any of its Affiliates, none of Aebi Schmidt and its Affiliates and their respective shareholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (other than Shyft and its Affiliates after Closing) shall (such Persons, as the case may be in respect of a given financing, the “Finance No Recourse Parties”), in each case, have any rights or claims against any Lender thereunder in connection with this Agreement Agreement, such Debt Financing or Alternative Financing, or the transactions contemplated hereby or thereby, and no such Lender shall have any rights or claims against any Finance No Recourse Party in connection with this Agreement, such Debt Financing or Alternative Financing, or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing will not limit the rights of the parties to any Debt Financing or Alternative Financing under any commitment letter or other definitive documents related thereto. Notwithstanding anything herein to the contrary, each Finance No Recourse Party and each of Seller and, prior to the Closing, the Company, on behalf of itself, its Subsidiaries, its controlled Affiliates and its Representatives, hereby: other Parties (a) agrees that that, subject to this Section 10.18, it will not bring or support any Action 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, involving against any Financing Party, arising out of or Lender in any way relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing Agreement or any of the transactions contemplated hereby by this Agreement, including but not limited to any dispute arising out of or thereby relating in any way to the Debt Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in the Supreme Court of any services thereunder shall be subject to the exclusive jurisdiction State of any federal or state court New York, County of New York, sitting in the Borough of ManhattanManhattan or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New YorkYork sitting in the Borough of Manhattan (and appellate courts thereof) (or, New Yorkif applicable, so long as such any other forum is and remains availablefor the resolution of disputes agreed to in the relevant Commitment Papers), and any appellate court thereof and each party hereto irrevocably (b) submits for itself and its property with respect to any such Action action to the exclusive jurisdiction of such court; (b) agrees that any such 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)courts, except as otherwise expressly provided in any applicable definitive document agreement relating to the Debt Financing; (c) agrees not that service of process, summons, notice or document by registered mail addressed to bring or support, or permit any it at its address provided in Section 10.02 shall be effective service of its controlled Affiliates to bring or support, any Action, whether in contract or in tort or otherwise, arising out of or relating to this Agreement, the Debt Financing or any of 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 process against any Financing Party and to cause it for any such Action asserted to be dismissed or otherwise terminated; action brought in any such court, (d) knowinglywaives and hereby irrevocably waives, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such Action brought against any Financing Party in any way arising out of or relating to this Agreement, the Debt Financing or any of 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; court and (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Party agrees that a final judgment in any way arising out of such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or relating toin any other manner provided by law. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, this AgreementEACH FINANCE NO RECOURSE PARTY AND EACH OTHER PARTY HEREBY IRREVOCABLY WAIVES, the Debt Financing or any of 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; TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (fWHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) agrees that no Financing Party shall have any liability to SellerARISING OUT OF OR RELATING TO THE DEBT FINANCING OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, any of its Affiliates or any of their respective Representatives arising out of or relating to this AgreementINCLUDING IN ANY ACTION, the Debt Financing or any of 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; (g) agrees that no Financing Party PROCEEDING OR COUNTERCLAIM AGAINST ANY LENDER. No Lender shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreementdamages. Notwithstanding anything to the contrary contained herein, the Debt Financing or any of 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; (h) agrees that the Financing Parties are express third party beneficiaries of, and may enforce any of the provisions of this Section 10.24; and (i) agrees that this Section 10.24 and the definition of “Financing Sources” and “Financing Parties” 10.18 (and any other provision of this Agreement to the extent an amendment, modificationsupplement, waiver or waiver other modification of such provision would modify the substance of the foregoing provisionsthis Section 10.18) may shall not be amended, supplemented, waived or otherwise modified or waived in any a manner that is materially adverse to the Financing Parties a Lender without the prior written consent of such Lender (or of the Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely Affiliate or related party of such Lender who is party to the extent the Group Companies have been provided notice of the existence of any applicable Debt Financing (and received copies of the agreements related thereto) as required pursuant to Section 8.11.1. Notwithstanding the foregoing, nothing in this Section 10.24 shall affect the rights of Buyer against the Financing Parties with respect to the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated thereby or the performance of any services thereunderrelevant Commitment Papers).

Debt Financing. Notwithstanding anything in this Agreement to the contrary, each of Seller and, prior to the Closing, the Company, on behalf of itself, its Subsidiaries, its controlled Affiliates and its Representatives, hereby: The Parties agree that (a) agrees no lender providing debt financing in connection with the transactions contemplated herein (the “Debt Financing”) nor such lender’s or its Affiliates’ former, current and future equityholders, members, partners, employees, officers, directors, managers, controlling persons, attorneys, agents, advisors or other representatives or the heir, executor, successor or assign of any of the foregoing (in each case, other than to the extent any such Person is the Purchaser or any of its Affiliates) (collectively, the “Debt Financing Sources”) shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided that nothing in this Section 9.18 shall limit the liability or obligations of such Debt Financing Sources under any debt commitment letter, the fee letter related thereto, any credit agreement or any other documents governing or evidencing the debt facility, any credit facilities or other financing provided by any Debt Financing Source), (b) except as may be set forth in any debt commitment letter, the fee letter related thereto, any credit agreement or any other documents governing or evidencing the debt facility, any credit facilities or other financing provided by any Debt Financing Source, any Action of any kind or descriptiondescription (whether at law, whether in contract or equity, in contract, in tort or otherwise, ) involving any Debt Financing Party, Source arising out of of, in connection with, or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby Financing, or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any a state or federal or state court sitting in the City of New York (Borough of Manhattan), State of New York, New York, so long as such forum is and remains available, York (and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to thereof), (c) any such Action interpretation of any agreements related to the exclusive jurisdiction of such court; (b) agrees that any such Action shall Debt Financing will be governed by by, and construed and interpreted in accordance with, the laws of the State of New York York, without regard to principles of conflict of laws, (without giving effect to any conflicts of law principles that would result in the application of the laws of another state)d) no party hereto will bring, except as otherwise expressly provided in any applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support, or permit any of its their respective controlled Affiliates to bring bring, or supportsupport anyone else in bringing, any Actionsuch Action in any other court, whether in contract (e) THE PARTIES EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY SUCH LEGAL PROCEEDING, (f) only the Purchaser (including its permitted successors and assigns) and the other parties to any debt commitment letter, the fee letter related thereto, any credit agreement or in tort or otherwise, arising out of or relating to this Agreement, any other agreements governing the Debt Financing at their own direction shall be permitted to bring any claim against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of any such agreement, (g) no amendment or waiver of this Section 9.18 or Section 9.11 or any of the agreements entered into in connection with defined terms used herein or therein including, but not limited to, the definitions of “Debt Financing,” or “Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against any Financing Party and to cause any such Action asserted to be dismissed or otherwise terminated; (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any such Action brought against any Financing Party in any way arising out of or relating to this Agreement, the Debt Financing or any of 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; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of 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; (f) agrees that no Financing Party shall have any liability to Seller, any of its Affiliates or any of their respective Representatives arising out of or relating to this Agreement, the Debt Financing or any of 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; (g) agrees that no 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 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; (h) agrees that the Financing Parties are express third party beneficiaries of, and may enforce any of the provisions of this Section 10.24; and (i) agrees that this Section 10.24 and the definition of “Financing Sources,” and “Financing Parties” (and any provision of this Agreement to the extent an amendment, modification, or waiver of such provision would modify the substance of the foregoing provisions) may not be amended, modified or waived in any manner that is materially adverse to the Debt Financing Parties Sources in their capacity as such shall be effective without the prior written consent of the Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely lenders party to the extent the Group Companies have been provided notice of the existence of any applicable Debt Financing (and received copies of the agreements related thereto) as required pursuant to Section 8.11.1. Notwithstanding the foregoing, nothing in this Section 10.24 shall affect the rights of Buyer against the Financing Parties with respect to governing the Debt Financing or any of the agreements entered into in connection with to which such amendment is materially adverse, and (h) the Debt Financing or any Sources are express and intended third party beneficiaries of the transactions contemplated thereby or the performance of any services thereunderthis Section 9.18 and Section 9.11.

Debt Financing. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, each of Seller and, prior the parties to the Closing, the Company, on behalf of itself, its Subsidiaries, its controlled Affiliates and its Representatives, herebythis Agreement: (ai) agrees that it will not bring or support any Action person, or permit any of its affiliates to bring or support any person, in any litigation of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, involving against any Debt Financing PartySource in any way relating to this Agreement or any of the Transactions, including, but not limited to, any dispute arising out of or relating in any way to this Agreementthe Commitment Papers or the performance thereof or the financings contemplated thereby, in any forum other than the state or federal courts located in New York County, State of New York; (ii) agrees that, except as specifically set forth in the Commitment Papers, all litigation (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing or Sources in any of way relating to the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby Commitment Papers or the performance of any services thereunder thereof or the financings contemplated thereby, shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains availableexclusively governed by, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to construed in accordance with, the exclusive jurisdiction of such court; (b) agrees that any such Action shall be governed by the internal laws of the State of New York (York, without giving effect to any conflicts principles or rules of law conflict of laws to the extent such principles that or rules would result in require or permit the application of the laws of another state)jurisdiction; and (iii) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (WHETHER AT LAW OR IN EQUITY, except as otherwise expressly provided IN CONTRACT, IN TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING IN ANY WAY TO THE COMMITMENT PAPERS OR THE PERFORMANCE THEREOF OR THE FINANCING CONTEMPLATED THEREBY. Other than SPAC in any applicable definitive document agreement relating to accordance with the Debt Financing; (c) agrees not to bring or supportexpress terms of the Commitment Papers, or permit any each of its controlled Affiliates to bring or support, any Action, whether in contract or in tort or otherwise, arising out of or relating parties to this Agreement, on behalf of itself and each of their respective Subsidiaries and affiliates, and each director, officer, employee, agent or representative of the Debt Financing foregoing persons or any person acting on behalf of any of the agreements entered into in connection with the Debt Financing or foregoing persons hereby waives any of the transactions contemplated hereby or thereby or the performance of any services thereunder against any Financing Party and to cause any such Action asserted to be dismissed or otherwise terminated; (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any such Action brought against any Financing Party in any way arising out of or relating to this Agreement, the Debt Financing or any of 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; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any all rights or claims against any Financing Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of 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; (f) agrees that no Financing Party shall have any liability to Seller, any of its Affiliates or any of their respective Representatives arising out of or relating to this Agreement, the Debt Financing or any of 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; (g) agrees that no Financing Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature Source in connection with this Agreement, the Debt Financing or any of Financing, the agreements entered into in connection with the Debt Financing or any of Commitment Papers and/or the transactions contemplated hereby and thereby, whether at law or thereby equity, in contract, in tort or the performance of any services thereunder; (h) agrees that the Financing Parties are express third party beneficiaries ofotherwise, and may enforce any of the provisions of this Section 10.24; and (i) each such person agrees that this Section 10.24 and the definition of “Financing Sources” and “Financing Parties” not to commence (and if commenced agrees to dismiss or otherwise terminate) any provision of this Agreement to the extent an amendment, modification, proceeding or waiver of such provision would modify the substance of the foregoing provisions) may not be amended, modified legal or waived in equitable action against any manner that is materially adverse to the Financing Parties without the prior written consent of the Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely to the extent the Group Companies have been provided notice of the existence of any applicable Debt Financing (and received copies of the agreements related thereto) as required pursuant to Section 8.11.1. Notwithstanding the foregoing, nothing in this Section 10.24 shall affect the rights of Buyer against the Financing Parties with respect to the Debt Financing or any of the agreements entered into Source in connection with this Agreement, the Debt Financing or any of Financing, the Commitment Papers and/or the transactions contemplated hereby and thereby (including any such proceeding or action relating to the Financing) and it is agreed that no Debt Financing Source shall have any liability or obligations, including for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to any party to this Agreement in connection with this Agreement or the performance transactions contemplated hereby (other than to SPAC in accordance with the terms of any services thereunderthe Commitment Papers).

Debt Financing. Notwithstanding anything in this Agreement to the contrary, each of Seller andParty, prior to the Closing, the Company, each on behalf of itselfitself and its subsidiaries, and each of its Subsidiaries, its and their controlled Affiliates and its Representatives, hereby: : (a) agrees that any Action of any kind proceeding, whether in Law or descriptionin equity, whether in contract or in tort or otherwise, involving any the Debt Financing PartySources, arising out of or relating to to, this Agreement, the Debt Financing or and/or any of 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 shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 Party irrevocably submits itself and its property with respect to any such Action proceeding to be the exclusive jurisdiction of such court; ; (b) agrees that any such Action proceeding shall be governed by 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 Laws of another state), except as otherwise expressly provided in any the applicable definitive document agreement relating to the Debt Financing; ; (c) without limiting the rights of any Person under the definitive documentation governing the Debt Financing, agrees not to bring or support, support or permit any of its controlled Affiliates to bring or supportsupport any proceeding of any kind or description, any Actionwhether 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 to, this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against in any Financing forum other than any federal or state court in the Borough of Manhattan, New York, New York; (d) agrees that service of process upon any Seller Party and to cause and/or their respective controlled Affiliates in any such Action asserted proceeding shall be effective if notice is given in accordance with Section 14.01; (e) irrevocably waives, to be dismissed or otherwise terminated; the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court; (df) knowingly, intentionally and voluntarily waives waives, to the fullest extent permitted by applicable Law Law, trial by jury in any such Action proceeding brought against any Debt Financing Party Source in any way arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into transactions contemplated hereby or thereby or the performances of any services thereunder; (g) without limiting the rights of any Person under the definitive documentation governing the Debt Financing, agrees that none of the Debt Financing Sources will have any liability to any Person (in connection with each case, other than the Buyer and its subsidiaries) relating to or arising out of this Agreement, 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; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of 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; (f) agrees that no Financing Party shall have any liability to Seller, any of its Affiliates or any of their respective Representatives arising out of or relating to this Agreement, the Debt Financing or any of 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; (g) agrees that no 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 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; and (h) agrees that the Debt Financing Parties Sources are express third party beneficiaries of, and may enforce enforce, any of the provisions of Section 14.05, Section 14.17 and this Section 10.24; 14.19, and (i) agrees that this Section 10.24 such provisions and the definition of “Debt Financing SourcesSource” and “Financing Parties” (and any provision of this Agreement to the extent an amendment, modification, or waiver of such provision would modify the substance of the foregoing provisions) may shall not be amended, modified or waived amended in any manner that is materially way adverse to the any Debt Financing Parties Source without the prior written consent of the Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely to the extent the Group Companies have been provided notice of the existence of any applicable such Debt Financing (and received copies of the agreements related thereto) as required pursuant to Section 8.11.1. Notwithstanding the foregoing, nothing in this Section 10.24 shall affect the rights of Buyer against the Financing Parties with respect to the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated thereby or the performance of any services thereunderSource.

Debt Financing. Notwithstanding anything (a) The Buyer and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, as promptly as possible, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter, including using reasonable best efforts to, as promptly as possible, (i) satisfy, or cause to be satisfied, on a timely basis all conditions to the Buyer and Merger Sub obtaining the Debt Financing set forth therein (except that such obligation shall not be breached in respect of any condition where the failure to be so satisfied is a direct result of the Company’s failure to furnish the information described in Section 6.11(f) notwithstanding the Buyer’s or Merger Sub’s reasonable best efforts), (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Commitment Letter (including any related flex provisions) or on other terms that are (A) acceptable to Lender and (B) in the aggregate not materially less favorable, taken as a whole, to the Buyer, (iii) timely prepare the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials with respect to the Debt Financing, (iv) commence the syndication activities contemplated by the Debt Commitment Letter and (v) consummate the Debt Financing at or prior to Closing. (b) The Buyer shall give the Company prompt written notice (i) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to result in a breach or default) by any party to the Debt Commitment Letter or other Debt Document of which the Buyer or Merger Sub becomes aware, (ii) if and when the Buyer or Merger Sub becomes aware that any portion of the Debt Financing contemplated by the Debt Commitment Letter may not be available for the Financing Purposes, (iii) of the receipt of any written notice or other written communication from any Person with respect to any (A) actual or potential breach, default, termination or repudiation by any party to the Debt Commitment Letter or other Debt Document or (B) material dispute or disagreement between or among any parties to the Debt Commitment Letter or other Debt Document (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing or Debt Documents) and (iv) of any expiration or termination of the Debt Commitment Letter or other Debt Document. (c) Without limiting the foregoing, the Buyer and Merger Sub shall keep the Company informed on a reasonably current basis in reasonable detail of the status of their efforts to arrange the Debt Financing and provide to the Company copies of executed copies of the definitive documents related to the Debt Financing (provided, that any fee letters that, in accordance with customary practice, are confidential by their terms, and that do not affect the conditionality or amount of the Debt Financing, may be redacted so as not to disclose such terms that are so confidential) and copies of any of the written notices or communications described in the preceding sentence. (d) If any portion of the Debt Financing becomes, or would reasonably be expected to become, unavailable on the terms and conditions contemplated in the Debt Commitment Letter (after taking into account flex terms), the Buyer and Merger Sub shall use reasonable best efforts to arrange to obtain alternative financing, including from alternative sources, in an amount sufficient to replace any unavailable portion of the Debt Financing (“Alternative Financing”) as promptly as practicable following the occurrence of such event and the provisions of this Section 6.11 shall be applicable to the Alternative Financing, and, for the purposes of this Agreement, all references to the Debt Financing shall be deemed to include such Alternative Financing and all references to the Debt Commitment Letter or other Debt Documents shall include the applicable documents for the Alternative Financing. (e) The Buyer and Merger Sub shall (i) comply in all material respects with the Debt Commitment Letter and each definitive agreement with respect thereto (collectively, with the Debt Commitment Letter, the “Debt Documents”), (ii) enforce in all material respects their rights under each Debt Document, including (A) diligently and in good faith analyzing potential litigation claims, (B) initiating and diligently pursuing all valid claims necessary to enforce such rights and (C) subject to the satisfaction or waiver of the conditions precedent thereto, cause Lender to fund the Debt Financing at or prior to the time the Closing should occur pursuant to Section 2.04, and (iii) not permit, without the prior written consent of the Company, any material amendment or modification to be made to, or any termination, rescissions or withdrawal of, or any material waiver of any provision or remedy under, any Debt Document or the fee letter referred to in the Debt Commitment Letter, including any such amendment, modification or waiver that (individually or in the aggregate with any other amendments, modifications or waivers) would reasonably be expected to (A) reduce the aggregate amount of the Debt Financing under any Debt Document (including by changing the amount of fees to be paid or original issue discount thereof, except as permitted thereunder), or (B) impose any new or additional condition, or otherwise amend, modify or expand any condition, to the receipt of any portion of the Debt Financing in a manner that would reasonably be expected to (1) delay or prevent the Closing Date, (2) make the funding of any portion of the Debt Financing (or satisfaction of any condition to obtaining any portion of the Debt Financing) less likely to occur or (3) adversely impact the ability of the Buyer or Merger Sub to enforce its rights against any other party to any Debt Document, the ability of the Buyer or Merger Sub to consummate the transactions contemplated hereby or the likelihood of the consummation of the transactions contemplated hereby; provided, that in no event shall the Buyer or Merger Sub or any of their respective Affiliates have any obligation to institute any claim, action, suit or proceeding against any Debt Financing Source in connection with the obligations set forth in this Agreement Section 6.11. The Buyer and Merger Sub shall provide notice to the contrary, each of Seller and, prior Company promptly upon receiving the Debt Financing. (f) Prior to the Closing, the CompanyCompany shall, on behalf and shall cause the other Company Entities to, use commercially reasonable efforts, at the Buyer’s sole expense, to cooperate with the Buyer as necessary in connection with the arrangement of itself, its Subsidiaries, its controlled Affiliates and its Representatives, hereby: (a) agrees that any Action of any kind or description, whether in contract or in tort or otherwise, involving any Financing Party, arising out of or relating to this Agreement, the Debt Financing or any other financing of the agreements entered into Buyer in connection with the transactions contemplated hereby (including any equity financing) as may be customary and reasonably requested by the Buyer, including using commercially reasonable efforts to do the following: (i) commenting on or assisting with the preparation (including providing information and materials to be used in the preparation) of customary confidential information memoranda or similar offering documents (including prospectuses and prospectus supplements) for the Debt Financing or any other financing of the Buyer in connection with the transactions contemplated hereby (including any equity financing), customary rating agency presentations and lender presentations; provided, that any such document and rating agency presentations shall contain disclosure and financial statements reflecting the Company as the obligor; (ii) assisting in the preparation of, and executing and delivering conditional upon (and effective only as of) the Closing, one or more credit agreements, guarantees, pledge and security documents, supplemental indentures, currency or interest hedging arrangements, other definitive financing documents, or other certificates, documents, or closing deliverables with respect to the Debt Financing contemplated by the Debt Commitment Letter as may be reasonably requested by the Buyer (including customary consents of accountants for use of their reports in any materials relating to the Debt Financing) or otherwise reasonably facilitating the pledging of collateral; (iii) furnishing the Buyer (for filing with the SEC and to be included in any prospectus or prospectus supplement) and the Debt Financing Sources as promptly as practicable with financial and other pertinent information regarding the Company Entities as may be reasonably requested by the Buyer, including: (A) (1) the audited annual financial statements of the Company Entities for the year ending December 31, 2016 and (2) the unaudited financial statements of the Company Entities for the nine months ended September 30, 2016 and September 30, 2015, upon which the Company’s auditors have performed an SAS 100 review, in each case in this clause (A) not later than February 28, 2017, (B) unaudited quarterly financial statements of the Company Entities for each fiscal quarter of 2017 upon which the Company’s auditors have performed an SAS 100 review as promptly as practicable and in any event within 45 days after the end of such quarter (including financial statements for the period elapsed from the beginning of 2017 to the end of such quarter, and comparable periods of 2016) and (C) all other financial data regarding the Company Entities reasonably required to permit the Buyer to prepare customary pro forma financial statements; (iv) furnishing to the Buyer, for distribution to Lender, information reasonably required by Lender for compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001 at least five (5) Business Days prior to Closing to the extent requested at least ten (10) Business Days prior to Closing; (v) participating in a reasonable number of meetings (including customary one-on-one meetings and conference calls with the parties acting as lead arrangers, bookrunners or agents for, and prospective lenders and purchasers of, the Debt Financing, parties acting as underwriters or placement agents for any other financing of the Buyer in connection with the transactions contemplated hereby (including any equity financing) and senior management and representatives, with appropriate seniority and expertise, of the Company Entities) at reasonable times as mutually agreed upon reasonable prior notice, presentations, road shows, due diligence sessions and sessions with rating agencies, and reasonably cooperating with the marketing efforts of the Buyer and Lender, in each case in connection with the Debt Financing or any other financing of the Buyer in connection with the transactions contemplated hereby (including any equity financing); (vi) cooperating reasonably with the due diligence of Lender or thereby or the performance any underwriters of any services thereunder shall be other financing of the Buyer in connection with the transactions contemplated hereby (including any equity financing), to the extent customary and reasonable and to the extent not unreasonably interfering with the ongoing operations of any Company Entity; (vii) cooperating reasonably in satisfying the conditions precedent set forth in the Debt Commitment Letter or any definitive document relating to the Debt Financing (to the extent the satisfaction of such condition requires the cooperation, and is within the control, of the Company or its Subsidiaries); (viii) cooperating reasonably with the Buyer in the Buyer’s efforts to obtain consents, legal opinions, surveys, title insurance and insurance affidavits as reasonably requested by the Buyer; (ix) providing customary authorization letters to Lender of the Debt Financing authorizing the distribution of information to prospective lenders (subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattanreasonable confidentiality provisions) and, 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 public-side version of such Action information, confirming that such version consists exclusively of information and documentation that does not contain information that is (A) of a type that would not be publicly available (or could be derived from publicly available information) if any Company Entity was a public reporting company and (B) material with respect to any Company Entity or any of their respective securities for purposes of foreign, United States Federal and state securities laws; and (x) executing and delivering (or obtaining from its advisors), and causing all Company Entities to execute and deliver (or obtain from their advisors), customary certificates, accounting consent or comfort letters and other similar matters reasonably requested by the Buyer, including, in any case, the consent of the Company’s independent accountants to the exclusive jurisdiction inclusion of their audit reports with respect to the financial statements furnished pursuant to Section 6.11(f)(iii) and the audited annual financial statements of the Company Entities (or any predecessor) for the years ending December 31, 2013, 2014 and 2015 in any registration statement of the Buyer filed with the SEC relating to any financing and causing such courtindependent accountants to provide customary comfort letters (including “negative assurance” comfort, if appropriate) in connection with any offering to the applicable underwriters, initial purchasers or placement agents; provided that (bu) agrees that any such Action requested cooperation does not unreasonably interfere with the ongoing operations of the Company Entities, (v) none of the Company Entities shall be governed by required to incur any liability in connection with the laws Debt Financing prior to the Closing, (w) none of the State pre-Closing directors, members, managers or general partners, as applicable, of New York (without giving effect to any conflicts of law principles that would result in the application of the laws Company Entities shall be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, (x) none of another statethe Company Entities shall be required to execute prior to the Closing any definitive financing documents, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Debt Financing (other than such documents that are conditioned upon, and will not become effective until after, the Closing), (y) except as otherwise expressly provided in above, no Company Entity shall be required to take any applicable definitive document agreement relating corporate actions prior to the Closing to permit the consummation of the Debt Financing; , and (cz) agrees not to bring the Buyer and Merger Sub shall jointly and severally indemnify, defend and hold harmless each Company Entity, and their respective pre-Closing directors, officers and representatives, from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) incurred, directly or supportindirectly, or permit any of its controlled Affiliates to bring or support, any Action, whether in contract or in tort or otherwise, arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of information provided by a Company Entity in connection therewith, except in the transactions contemplated hereby or thereby or the performance of any services thereunder against any Financing Party event such losses, liabilities, damages, costs and to cause any such Action asserted to be dismissed or otherwise terminated; (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any such Action brought against any Financing Party in any way arising expenses arose out of or relating to this Agreement, result from the Debt Financing willful misconduct of a Company Entity or any breach of such Person of any of the agreements entered into in connection with representations or warranties as to such financial statements pursuant to Section 3.07(a) and Section 3.07(b). (g) Neither the Debt Financing or Company nor any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of 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; (f) agrees that no Financing Party its Affiliates shall have any liability to Sellerthe Buyer or Merger Sub in respect of any financial statements, any of its Affiliates other financial information or any of their respective Representatives arising out of data or relating other information provided pursuant to this AgreementSection 6.11, the Debt Financing or except pursuant to Article 12 in respect of any breach of such Person of any of the agreements entered into representations or warranties as to such financial statements pursuant to Sections 3.07(a) and 3.07(b). The Buyer shall promptly reimburse the Company Entities for all out-of-pocket costs (including reasonable attorney’s fees) incurred by any Company Entity in connection with such cooperation (including, for the Debt Financing or any avoidance of the transactions contemplated hereby or thereby or the performance of any services thereunder; (g) agrees that no Financing Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreementdoubt, the Debt Financing or any of incremental cost and expense incurred by the agreements entered into Company Entities in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (h) agrees that the Financing Parties are express third party beneficiaries of, and may enforce any of the provisions of this Section 10.24; and using their commercially reasonable efforts to (i) agrees prepare their financial statements for the applicable periods by the time specified in Section 6.11(f)(iii) rather than the time that this Section 10.24 and the definition of “Financing Sources” and “Financing Parties” (and any provision of this Agreement to the extent an amendment, modification, or waiver of such provision financial statements would modify the substance of the foregoing provisions) may not be amended, modified or waived in any manner that is materially adverse to the Financing Parties without the prior written consent of the Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely to the extent the Group Companies have been provided notice prepared in the ordinary course of the existence of any applicable Debt Financing business consistent with past practice and (and received copies of the agreements related theretoii) as required pursuant deliver or cause to Section 8.11.1. Notwithstanding the foregoing, nothing in this Section 10.24 shall affect the rights of Buyer against the Financing Parties with respect to the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated thereby or the performance of any services thereunder.be delivered t

Debt Financing. (a) Notwithstanding anything in this Agreement to the contrary, each of Seller and, prior to the Closing, the Company, Company on behalf of itself, its Subsidiaries, its controlled Affiliates itself and its Representatives, Subsidiaries hereby: : (ai) agrees that any Action action, suit or proceeding of any kind or description, whether in contract Contract or in tort or otherwise, involving any the Debt Financing PartySources, arising out of or relating to this Agreement, or the Debt Financing or any of the agreements definitive agreement entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 action, suit or proceeding to the exclusive jurisdiction of such court; ; (bii) agrees that any such Action action, suit or proceeding 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 expressly provided in any applicable commitment letter or other applicable definitive document agreement relating to the Debt Financing; ; (ciii) agrees not to bring or support, support or permit any of its controlled Affiliates Subsidiaries to bring or supportsupport any action, suit or proceeding of any Actionkind or description, whether in contract 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 or any of 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 against in any Financing Party and forum other than any federal or state court in the Borough of Manhattan, New York, New York; (iv) irrevocably waives, to cause the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such Action asserted to be dismissed or otherwise terminated; court; (dv) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law trial by jury in any such Action action, suit or proceeding brought against any the Debt Financing Party Sources in any way arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with transactions contemplated hereby or thereby or the performance of any services thereunder; (vi) agrees that none of the Debt Financing Sources will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives relating to or arising out of this Agreement, 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; (evii) knowingly, intentionally agrees that (and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Party in any way arising out of or relating to, this Agreement, each other party hereto agrees that) the Debt Financing or any of 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; (f) agrees that no Financing Party shall have any liability to Seller, any of its Affiliates or any of their respective Representatives arising out of or relating to this Agreement, the Debt Financing or any of 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; (g) agrees that no 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 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; (h) agrees that the Financing Parties Sources are express third third-party beneficiaries of, and may enforce any of the provisions of this Section 10.2411.12; and and (iviii) agrees that the provisions of this Section 10.24 11.12 and the definition of “Debt Financing Sources” and “Financing Parties” (and any provision other provisions of this Agreement to the extent an amendment, modification, or waiver of such provision a modification thereof would modify affect the substance of any of the foregoing provisionsforegoing) may shall not be amended, modified or waived amended in any manner that is way materially adverse to the Debt Financing Parties Sources without the prior written consent of the Debt Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely to the extent the Group Companies have been provided notice of the existence of any applicable Debt Financing . (and received copies of the agreements related theretob) as required pursuant to Section 8.11.1. Notwithstanding the foregoing, nothing in this Section 10.24 11.12 shall affect in any way limit or modify the rights and obligations of Buyer against the Parent, or Merger Sub under this Agreement or any Debt Financing Parties with respect Source’s obligations to Parent, Merger Sub or any of their applicable Affiliates under any debt commitment letter relating to the Debt Financing or any of the agreements entered into in connection with the Debt Financing Parent, Borrower, Merger Sub or any of their applicable Affiliates (and following the transactions contemplated thereby Closing Date, the Company or any of its Subsidiaries) under the performance definitive agreements governing the Debt Financing. This Section 11.12 shall, with respect to the matters referenced herein, supersede any provision of any services thereunder.this Agreement to the contrary. [Signature Page Follows]

Debt Financing. Notwithstanding anything in this Agreement (including, Section 7.4, Section 7.5, Section 8.8, Section 8.11 and Section 8.12) to the contrary, each of Seller and, prior to the Closing, : (a) the Company, on behalf of itself, itself and its Subsidiaries, hereby agrees that none of the Debt Financing Sources or any of their respective Affiliates will have any liability to the Company or any of its controlled Affiliates Subsidiaries, and neither the Company nor any of its Subsidiaries shall have any right or claim against any Debt Financing Source or any of its Affiliates, in each case, in any way relating to or arising out of this Agreement, the Facilities Agreement or any of the transactions contemplated hereby or thereby (including any Debt Financing) or the performance of any services thereunder, whether at law, in equity, in contract, in tort or otherwise; (b) the Company, on behalf of itself and its RepresentativesSubsidiaries, hereby: (a) hereby agrees that not to bring or support or permit any Action of its Subsidiaries to bring or support any Legal Proceeding of any kind or description, whether at law, in contract or equity, in contract, in tort or otherwise, involving against any Debt Financing Party, Source or any of their respective Affiliates in any way arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing Facilities Agreement or any of the transactions contemplated hereby or thereby (including the Debt Financing) or the performance of any services thereunder shall be subject to the exclusive jurisdiction of in any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains availableother than The Tribunal de Commerce de Paris, 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) agrees that any such Action Legal Proceeding shall be exclusively governed by by, and construed in accordance with, the laws of the State of New York France (without giving effect to any conflicts of law principles that would result in the application of the laws of another statejurisdiction), except as otherwise expressly provided in any applicable definitive document agreement relating to the Debt Financing; Facilities Agreement; (c) agrees not to bring or supportParent, or permit any of its controlled Affiliates to bring or supportMerger Sub, any Action, whether in contract or in tort or otherwise, arising out of or relating to this Agreement, Guarantor and the Company hereby agree that the Debt Financing or any of 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 against any Financing Party and to cause any such Action asserted to be dismissed or otherwise terminated; (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any such Action brought against any Financing Party in any way arising out of or relating to this Agreement, the Debt Financing or any of 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; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of 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; (f) agrees that no Financing Party shall have any liability to Seller, any of its Affiliates or any of their respective Representatives arising out of or relating to this Agreement, the Debt Financing or any of 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; (g) agrees that no 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 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; (h) agrees that the Financing Parties Sources are express third party beneficiaries of, and may enforce any of enforce, this Section 8.17; and (d) Parent, Merger Sub, Guarantor and the Company hereby agree that the provisions of in this Section 10.24; 8.17 and (i) agrees that this Section 10.24 8.13 and the definition of the term “Debt Financing Sources” and “Financing Parties” (and any other definition set forth in, or any other provision of of, this Agreement to the extent that an amendment, modification, waiver or waiver other modification of such definition or other provision would amend, waive or otherwise modify the substance of this Section 8.17, Section 8.13 or the foregoing provisionsdefinition of the term “Debt Financing Sources”) may shall not be amended, modified waived or waived otherwise modified, in each case, in any manner that is materially way adverse to the Debt Financing Parties Sources without the prior written consent of the Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely to the extent the Group Companies have been provided notice of the existence of any applicable affected Debt Financing Source(s) (and received copies of the agreements related thereto) as required pursuant to Section 8.11.1. Notwithstanding the foregoingany such amendment, nothing in this Section 10.24 waiver or other modification without such prior written consent shall affect the rights of Buyer against the Financing Parties with respect to the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated thereby or the performance of any services thereunderbe null and void).

Debt Financing. Notwithstanding anything in this Agreement to the contrary, each of Seller and, prior to the Closing, the Company, party hereto on behalf of itself, its Subsidiaries, Subsidiaries and each of its controlled Affiliates and its Representatives, hereby: (a) agrees that any Action action, suit or proceeding of any kind or description, whether in contract or in tort or otherwise, involving any the Debt Financing PartySources, arising out of or relating to this Agreement, the Debt Commitment Letter or the Debt Financing or any of 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 shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 action, suit or proceeding to the exclusive jurisdiction of such court; (b) agrees that any such Action action, suit or proceeding 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 expressly provided in any applicable Debt Commitment Letter or other applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support, support or permit any of its controlled Subsidiaries, Affiliates or Representatives to bring or supportsupport any action, suit or proceeding of any Actionkind 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 or any of the agreements entered into in connection with Financing, the Debt Financing Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against in any Financing Party and to cause forum other than any such Action asserted to be dismissed federal or otherwise terminatedstate court in the Borough of Manhattan, New York, New York; (d) knowinglyirrevocably waives, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such Action brought against any Financing Party in any way arising out of or relating to this Agreement, the Debt Financing or any of 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 thereundercourt; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Applicable Law trial by jury in any rights action, suit or claims proceeding brought against any the Debt Financing Party Sources in any way arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements entered into in connection with Financing, the Debt Financing Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that no (i) none of the Debt Financing Party shall Sources will have any liability to SellerSellers, any of its Affiliates the Transferred Companies or any of their respective Subsidiaries, Affiliates or Representatives relating to, arising out of or relating to in connection with this Agreement, the Debt Financing or any of the agreements entered into in connection with Financing, the Debt Financing 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 and (ii) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any claim, cause of action, suit, litigation or other proceeding (including any civil, criminal, administrative, investigative or appellate proceeding) against any Debt Financing Source arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder or based on, in respect of or by reason of this Agreement, the Debt Commitment Letter or their respective negotiation, execution, performance or breach; (g) agrees that (and each other party hereto agrees that) the Debt Financing Sources are express third-party beneficiaries of, and may enforce any of the provisions of Section 10.10 and this Section 10.15; and (h) agrees that the provisions of Section 10.10 and this Section 10.15 and the definitions of “Lender” and “Debt Financing Sources” (and any other provisions of this Agreement to the extent a modification thereof would affect the substance of any of the foregoing) shall not be amended in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter or definitive documentation related to the Debt Financing. Without limiting the generality of the foregoing, (i) no Debt Financing Party Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreementto Sellers, the Transferred Companies or any of their respective Subsidiaries, Affiliates or Representatives or (ii) neither Sellers, the Transferred Companies or any of their respective Subsidiaries, Affiliates or Representatives shall be entitled to specifically enforce any rights of Buyer or any Affiliate thereof to cause the Debt Financing or any of 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; (h) agrees that the Financing Parties are express third party beneficiaries of, and may enforce any of the provisions of this Section 10.24; and (i) agrees that this Section 10.24 and the definition of “Financing Sources” and “Financing Parties” (and any provision of this Agreement to the extent an amendment, modification, or waiver of such provision would modify the substance of the foregoing provisions) may not be amended, modified or waived in any manner that is materially adverse to the Financing Parties without the prior written consent of the Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely to the extent the Group Companies have been provided notice of the existence of any applicable Debt Financing (and received copies of the agreements related thereto) as required pursuant to Section 8.11.1funded. Notwithstanding the foregoing, nothing in this Section 10.24 10.15 shall affect in any way limit or modify the rights and obligations of Buyer against under this Agreement or any Lender’s obligations to Buyer under the Financing Parties Debt Commitment Letter or Buyer (and following the Closing Date, the Transferred Companies) under the definitive agreements governing the Debt Financing. This Section 10.15 shall, with respect to the Debt Financing or matters referenced herein, supersede any provision of this Agreement to the agreements entered into in connection with the Debt Financing or any of the transactions contemplated thereby or the performance of any services thereundercontrary.

Debt Financing. Notwithstanding anything in this Agreement to the contrary, each of Seller andParent, prior to Merger Subsidiary and the Closing, the Company, Company on behalf of itself, its Subsidiaries, its controlled Affiliates Subsidiaries and its RepresentativesAffiliates, hereby: (a) agrees that any Action Proceeding of any kind or description, whether in contract or in tort or otherwise, involving any the Debt Financing PartySources, arising out of or relating to this Agreement, the Debt Commitment Letter or the Debt Financing or any of the definitive agreements entered into in connection with the Debt Financing or any of the Transactions or the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 action, suit or proceeding to the exclusive jurisdiction of such court; (b) agrees that any such Action Proceeding 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 expressly provided in any the Debt Commitment Letter or other applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support, support or permit any of its controlled Affiliates Subsidiaries to bring or supportsupport any Proceeding of any kind or description, any Actionwhether in law or in equity, whether in contract or in tort or otherwise, arising out of or relating to this Agreement, the against any Debt Financing or any of 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 against any Financing Party and to cause any such Action asserted to be dismissed or otherwise terminated; (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any such Action brought against any Financing Party Source in any way arising out of or relating to this Agreement, the Debt Financing Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing Transactions or any of the transactions contemplated hereby or thereby or the performance of any services thereunderthereunder 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 such Proceeding in any such court; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Applicable Law trial by jury in any rights or claims Proceeding brought against any the Debt Financing Party Sources in any way arising out of or relating to, to this Agreement, the Debt Financing Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing Transactions or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that no none of the Debt Financing Party shall Sources will have any liability to Seller, the Company or any of its Affiliates Subsidiaries or any of their respective Representatives Affiliates or representatives relating to or arising out of or relating to this Agreement, the Debt Financing Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing Transactions 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) agrees that no Financing Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, (and each other party hereto agrees that) the Debt Financing or any of 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; (h) agrees that the Financing Parties Sources are express third party beneficiaries of, and may enforce any of the provisions of Section 11.4(e) and this Section 10.24; 11.14, and (ih) agrees that the provisions of Section 11.4(e), this Section 10.24 11.14 and the definition of “Debt Financing Sources” and “Financing Parties” (and any provision other provisions of this Agreement to the extent an amendment, modification, or waiver of such provision a modification thereof would modify affect the substance of any of the foregoing provisionsforegoing) may shall not be amended, modified or waived amended in any manner that is materially way adverse to the Debt Financing Parties Sources without the prior written consent of the Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely to the extent the Group Companies have been provided notice of the existence of any applicable Debt Financing (and received copies of the agreements related thereto) as required pursuant to Section 8.11.1Lenders. Notwithstanding the foregoing, nothing in this Section 10.24 11.14 shall affect in any way limit or modify the rights and obligations of Buyer against Parent and Merger Subsidiary under this Agreement or any Debt Financing Sources’ obligations to Parent and Merger Subsidiary under the Financing Parties Debt Commitment Letter or Parent and Merger Subsidiary (and following the Closing Date, the Company or any of the Company’s Subsidiaries), under the definitive agreements governing the Debt Financing. This Section 11.14 shall, with respect to the Debt Financing or matters referenced herein, supersede any provision of this Agreement to the agreements entered into in connection with the Debt Financing or any of the transactions contemplated thereby or the performance of any services thereundercontrary.