Common use of Financing Source Arrangements Clause in Contracts

Financing Source Arrangements. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto: (a) agrees that it will not bring or support any Person, or permit any of its Affiliates to bring or support any Person, in any Legal Proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Debt Commitment or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York; (b) agrees that, except as specifically set forth in the Debt Commitment, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Sources in any way relating to the Debt Commitment or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (c) 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, IN CONTRACT, IN TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING IN ANY WAY TO THE DEBT COMMITMENT OR THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY. Notwithstanding anything to the contrary contained in this Agreement, (i) the Company and its subsidiaries, Affiliates, directors, officers, employees, agents or stockholders shall not have any rights or claims against any Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise and (ii) no Financing Source shall have any liability (whether in contract, in tort or otherwise) to the Company or any of its subsidiaries, Affiliates, directors, officers, employees, agents or stockholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of this provision and Sections 8.2(k)(ii), 9.1, 9.6, 9.8, 9.9 and 9.18 to the same extent as if the Financing Sources were parties to this Agreement. Xxxx Xxxxxxx Xxxxxx Manager Xxxx Xxxxxxx Xxxxxx President Xxxx Xxxxxxx Xxxxxx President Xxxx Xxxxxxx Xxxxxx

Financing Source Arrangements. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto: (a) agrees that it will not bring or support any Person, or permit any of its Affiliates to bring or support any Person, in any Legal ProceedingAction, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Person that has committed or subsequently commits to provide or otherwise enters into agreements in connection with providing debt financing to Holdings or any of its Affiliates (the “Financing Source Sources,” which defined term for the purposes of this provision shall include any administrative agent, any collateral agent, any arranger, any bookrunner, any existing or future lenders, their Affiliates and their and their Affiliates’ respective former, current and future equity holders, members, partners, controlling persons, officers, directors, employees, agents, advisors, attorneys and other representatives) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Debt Financing Commitment Letter, the Debt Financing Engagement Letter, or the performance thereof or the financings Debt Financing contemplated thereby, in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York; (b) agrees that, except as specifically set forth in the Debt CommitmentFinancing Commitment Letter or the Debt Financing Engagement Letter, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Sources in any way relating to the Debt Financing Commitment Letter, the Debt Financing Engagement Letter or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (c) 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, IN CONTRACT, IN TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING IN ANY WAY TO THE DEBT FINANCING COMMITMENT LETTER, THE DEBT FINANCING ENGAGEMENT LETTER OR THE PERFORMANCE THEREOF OR THE FINANCINGS FINANCING CONTEMPLATED THEREBY. Notwithstanding anything to the contrary contained in this Agreement, (i) the Company and its the Representatives and their respective subsidiaries, Affiliates, directors, officers, employees, agents or stockholders agents, partners, managers, members and equity holders shall not have any rights or claims against any Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Financing Commitment Letter, the Debt Financing Engagement Letter or the performance thereof or the financings Debt Financing contemplated thereby, whether at law or in equity, in contract, in tort or otherwise and (ii) no Financing Source shall have any liability (whether in contract, in tort or otherwise) to the Company, the Representatives or any equity holder of the Company or the Representatives, or any of its their respective subsidiaries, Affiliates, directors, officers, employees, agents agents, partners, managers, members or stockholders equity holders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Financing Commitment Letter, the Debt Financing Engagement Letter or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of Section 6.07, Section 6.08, this provision Section 6.09, Section 8.02 and Sections 8.2(k)(ii11.06 (Assignment), 9.111.09 (Amendment and Waiver) and 11.15 (No Third Party Beneficiaries), 9.6, 9.8, 9.9 and 9.18 to the same extent in each case as if the Financing Sources were parties to this Agreement. Xxxx Xxxxxxx Xxxxxx Manager Xxxx Xxxxxxx Xxxxxx President Xxxx Xxxxxxx Xxxxxx President Xxxx Xxxxxxx XxxxxxNone of Section 6.07, Section 6.08, this Section 6.09, Section 8.02 and Sections 11.06 (Assignment), 11.09 (Amendment and Waiver) and 11.15 (No Third Party Beneficiaries) (or any other provision or defined term that would affect the application of those provisions to the Financing Sources) may be amended, modified or supplemented, or any of their provisions waived, in each case, in a manner that adversely impacts the Financing Sources, without the prior written consent of the Financing Sources, which consent may be granted or withheld in the sole discretion of the Financing Sources. Nothing in this Section 6.09 will limit the rights of Holdings or Buyer in respect of the Debt Financing under the Debt Financing Commitment Letter, the Debt Financing Engagement Letter or otherwise.

Financing Source Arrangements. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto: (a) agrees that it will not bring or support any Person, or permit any of its Affiliates to bring or support any Person, in any Legal Proceedingaction, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Person that has committed or subsequently commits to provide or otherwise enters into agreements in connection with the Debt Financing Source (the “Financing Sources,” which defined term for the purposes of this provision shall include Bank of America, N.A., Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, Cadence Bank, N.A., any other lenders and their respective former, current and future Affiliates, equity holders, members, partners, controlling persons, officers, directors, employees, agents, advisors and representatives involved in such Debt Financing) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Debt Commitment Letter, the Fee Letter or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York; (b) agrees that, except as specifically set forth in the Debt CommitmentCommitment Letter, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Sources in any way relating to the Debt Commitment Letter, the Fee Letter or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (c) 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, IN CONTRACT, IN TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING IN ANY WAY TO THE DEBT COMMITMENT LETTER, THE FEE LETTER OR THE PERFORMANCE THEREOF OR THE FINANCINGS FINANCING CONTEMPLATED THEREBY. Notwithstanding anything to the contrary contained in this Agreement, (i) the Company Seller, the Seller’s Representative and its their respective subsidiaries, Affiliates, directors, officers, employees, agents agents, partners, managers, members or stockholders shall not have any rights or claims against any Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter, the Fee Letter or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise and (ii) no Financing Source shall have any liability (whether in contract, in tort or otherwise) to the Company Seller, the Seller’s Representative or any of its their respective subsidiaries, Affiliates, directors, officers, employees, agents agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter, the Fee Letter or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of this provision and Sections 8.2(k)(ii)12.2, 9.1, 9.6, 9.8, 9.9 12.15 and 9.18 12.16 which cross-reference this Section 23 to the same extent as if the Financing Sources were parties to this Agreement. Xxxx Xxxxxxx Xxxxxx Manager Xxxx Xxxxxxx Xxxxxx President Xxxx Xxxxxxx Xxxxxx President Xxxx Xxxxxxx XxxxxxThis Section 12.23, and Sections 12.2, 12.15 and 12.16 may not be amended, modified or supplemented, or any of its provisions waived, without the written consent of the Financing Sources, which consent may be granted or withheld in the sole discretion of the Financing Sources. Nothing contained herein to the contrary shall restrict the Company from pursuing any remedies it has against any Financing Party pursuant to the terms of, or on account of an alleged default by a Financing Party under, the Debt Commitment Letter.

Financing Source Arrangements. Notwithstanding anything to the contrary contained in this Agreement, each of the parties heretoParties: (a) agrees that it will not bring or support any Person, or permit any of its Affiliates to bring or support any Person, in any Legal Proceeding, cause of action, claim, cross-claim or third-party claim Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreementhereby, including, but not limited to, including any dispute arising out of or relating in any way to that certain Second Amended and Restated Credit Agreement dated the Debt Commitment Agreement Date among Buyer, as borrower, the guarantors party thereto and the Financing Sources party thereto (the “Buyer Credit Agreement”) or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York, except as required by applicable Law; (b) agrees that, except as specifically set forth in the Debt CommitmentBuyer Credit Agreement, all claims or causes of action Proceedings (whether at law, in equity, in contract, in tort or otherwise) brought by or on behalf of a Party against any of the Financing Sources in any way relating to the Debt Commitment Buyer Credit Agreement or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws Laws of another jurisdiction; and (c) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any Proceeding (WHETHER AT LAW OR IN EQUITYwhether at law or in equity, IN CONTRACTin contract, IN TORT OR OTHERWISEin tort or otherwise) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING IN ANY WAY TO THE DEBT COMMITMENT OR THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBYdirectly or indirectly arising out of or relating in any way to the Buyer Credit Agreement or the performance thereof or the financing contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, (i) the Company Parties and its their respective subsidiaries, Affiliates, directors, officers, employees, agents agents, partners, managers, members or stockholders shall not have any rights or claims against any Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreementhereby, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Buyer Credit Agreement or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise and (ii) no Financing Source shall have any liability (whether in contract, in tort or otherwise) to the any Company Party, or any of its their respective subsidiaries, Affiliates, directors, officers, employees, agents agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto Party under this Agreement or for any claim Proceeding based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewithherewith, including any dispute arising out of or relating in any way to the Debt Commitment Buyer Credit Agreement or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of this provision and Sections 8.2(k)(ii), 9.1, 9.6, 9.8, 9.9 and 9.18 Section 12.12 to the same extent as if the Financing Sources were parties 84 to this Agreement. This Section 12.12, and Sections 12.1, 12.7, 12.8, and 12.9 (to the extent of the cross-references to this Section 12.12) may not be amended, modified or supplemented, or any of its provisions waived, without the written consent of the Financing Sources, which consent may be granted or withheld in the sole discretion of the Financing Sources. The Parties have executed this Agreement as of the date first above written. Company: COBALT BOATS, LLC By: /s/ Xxxxxxx Xxxxxx St. Clair, Jr. Name: Xxxxxxx Xxxxxx St. Clair, Jr. Title: Chief Executive Officer The Parties have executed this Agreement as of the date first above written. Unitholders: /s/ Xxxxxxx Xxxxxx St. Clair, Jr. Xxxxxxx Xxxxxx St. Clair, Jr. /s/ Xxxx Xxxxxxx Xxxxxx Manager Xxxx Xxxxxxx Xxxxxx President Xxxx XX II, INC. By: /s/ Xxxxxxx Xxxxxx President Xxxx St. Clair, Jr. Name: Xxxxxxx XxxxxxXxxxxx St. Clair, Jr. Title: Chief Executive Officer The Parties have executed this Agreement as of the date first above written.

Financing Source Arrangements. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto: (a) agrees that it will not bring or support any Person, or permit any of its Affiliates to bring or support any Person, in any Legal Proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Debt Commitment or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York; (b) hereto agrees that, except as specifically set forth in the Debt CommitmentFinancing Commitments, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Sources in any way relating to the Debt Commitment Financing Commitments or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (c) 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, IN CONTRACT, IN TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING IN ANY WAY TO THE DEBT COMMITMENT OR THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY. Notwithstanding anything to the contrary contained in this Agreement, (i) the Company and its subsidiaries, subsidiaries and their respective Affiliates, directors, officers, employees, agents or stockholders agents, partners, managers, and members shall not have any rights or claims against any Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Financing Commitments or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise and (ii) no Financing Source shall have any liability (whether in contract, in tort or otherwise) to the Company or any of and its subsidiaries, subsidiaries and their respective Affiliates, directors, officers, employees, agents agents, partners, managers, or stockholders members for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Financing Commitments or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of this provision and Sections 8.2(k)(ii), 9.1, 9.6, 9.8, 9.9 and 9.18 to the same extent as if the Financing Sources were parties to this Agreement. Xxxx Xxxxxxx Xxxxxx Manager Xxxx Xxxxxxx Xxxxxx President Xxxx Xxxxxxx Xxxxxx President Xxxx Xxxxxxx XxxxxxThis Section 9.18 and Sections 9.7, 9.10 and 9.13 may not be amended, modified or supplemented, or any of its provisions waived, without the written consent of the Financing Sources, which consent may be granted or withheld in the sole discretion of the Financing Sources. [Signature pages follow]

Financing Source Arrangements. Notwithstanding anything to the contrary contained in this Agreement, each of the parties heretoParties: (a) agrees that it will not bring or support any Person, or permit any of its Affiliates to bring or support any Person, in any Legal Proceeding, cause of action, claim, cross-claim or third-party claim Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreementhereby, including, but not limited to, including any dispute arising out of or relating in any way to that certain Second Amended and Restated Credit Agreement dated the Debt Commitment Agreement Date among Buyer, as borrower, the guarantors party thereto and the Financing Sources party thereto (the “Buyer Credit Agreement”) or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York, except as required by applicable Law; (b) agrees that, except as specifically set forth in the Debt CommitmentBuyer Credit Agreement, all claims or causes of action Proceedings (whether at law, in equity, in contract, in tort or otherwise) brought by or on behalf of a Party against any of the Financing Sources in any way relating to the Debt Commitment Buyer Credit Agreement or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws Laws of another jurisdiction; and (c) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any Proceeding (WHETHER AT LAW OR IN EQUITYwhether at law or in equity, IN CONTRACTin contract, IN TORT OR OTHERWISEin tort or otherwise) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING IN ANY WAY TO THE DEBT COMMITMENT OR THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBYdirectly or indirectly arising out of or relating in any way to the Buyer Credit Agreement or the performance thereof or the financing contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, (i) the Company Parties and its their respective subsidiaries, Affiliates, directors, officers, employees, agents agents, partners, managers, members or stockholders shall not have any rights or claims against any Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreementhereby, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Buyer Credit Agreement or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise and (ii) no Financing Source shall have any liability (whether in contract, in tort or otherwise) to the any Company Party, or any of its their respective subsidiaries, Affiliates, directors, officers, employees, agents agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto Party under this Agreement or for any claim Proceeding based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewithherewith, including any dispute arising out of or relating in any way to the Debt Commitment Buyer Credit Agreement or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of this provision and Sections 8.2(k)(ii), 9.1, 9.6, 9.8, 9.9 and 9.18 Section 12.12 to the same extent as if the Financing Sources were parties 84 to this Agreement. This Section 12.12, and Sections 12.1, 12.7, 12.8, and 12.9 (to the extent of the cross-references to this Section 12.12) may not be amended, modified or supplemented, or any of its provisions waived, without the written consent of the Financing Sources, which consent may be granted or withheld in the sole discretion of the Financing Sources. [Signature page follows] 85 The Parties have executed this Agreement as of the date first above written. Company: COBALT BOATS, LLC By: /s/ Xxxxxxx Xxxxxx St. Clair, Jr. Name: Xxxxxxx Xxxxxx St. Clair, Jr. Title: Chief Executive Officer Unitholders: /s/ Xxxxxxx Xxxxxx St. Clair, Jr. Xxxxxxx Xxxxxx St. Clair, Jr. /s/ Xxxx Xxxxxxx Xxxxxx Manager Xxxx Xxxxxxx Xxxxxx President Xxxx XX II, INC. By: /s/ Xxxxxxx Xxxxxx President Xxxx St. Clair, Jr. Name: Xxxxxxx XxxxxxXxxxxx St. Clair, Jr. Title: Chief Executive Officer