Common use of Lender Limitations Clause in Contracts

Lender Limitations. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto, on behalf of itself and its Affiliates: (a) agrees that it will not bring or support any person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether at Law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Source Related Parties in any way relating to the Original Merger Agreement, this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, in any forum other than the federal or 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 Letter, all claims or causes of action (whether at Law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Source Related Parties in any way relating to the Original Merger Agreement, this Agreement or any of the Transactions, including the Debt Commitment Letter, 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 or 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 in Law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Original Merger Agreement, this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter, the performance thereof or the financings contemplated thereby. The Company also agrees that (i) neither it nor any other Group Company or any of its or their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders will bring any claims (other than, following the Closing, claims of the Group Companies or any of their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) against any Debt Financing Source Related Party, in any way relating to the Original Merger Agreement, this Agreement or the Transactions, including the Debt Commitment Letter, the performance thereof or the financings contemplated thereby, whether at Law or equity, in contract, in tort or otherwise, and (ii) no Debt Financing Source Related Party shall have any liability (whether in contract, in tort or otherwise) to any Group Company or its respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders (excluding, for the avoidance of doubt, Midco, Parent and Merger Sub and, from and after the Closing, liabilities to the Group Companies and their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) for any obligations or liabilities of any party hereto under the Original Merger Agreement or this Agreement or for any claim based on, in respect of, or by reason of, the Transactions or in respect of any oral or written representations made or alleged to have been made in connection therewith or herewith, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof or the financings contemplated thereby. Notwithstanding the foregoing, nothing contained in this Section 9.13 shall in any way limit or modify the rights and obligations of Merger Sub, Parent, Midco or the Debt Financing Source Related Parties set forth in the Debt Commitment Letter or any Definitive Debt Document. In addition, notwithstanding anything to the contrary in the foregoing, nothing in this Section 9.13 shall limit the rights, if any, of the Company pursuant to Section 6.07(a) and Section 6.07(b).

Lender Limitations. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto, on behalf of itself and its Affiliates: (a) agrees that it will not bring or support any person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether at Law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Source Related Parties in any way relating to the Original Merger Agreement, this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, in any forum other than the federal or 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 Letter, all claims or causes of action (whether at Law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Source Related Parties in any way relating to the Original Merger Agreement, this Agreement or any of the Transactions, including the Debt Commitment Letter, 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 or 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 in Law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Original Merger Agreement, this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter, the performance thereof or the financings contemplated thereby. The Company also agrees that (i) neither it nor any other Group Company or any of its or their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders will bring any claims (other than, following the Closing, claims of the Group Companies or any of their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) against any Debt Financing Source Related Party, in any way relating to the Original Merger Agreement, this Agreement or the Transactions, including the Debt Commitment Letter, the performance thereof or the financings contemplated thereby, whether at Law or equity, in contract, in tort or otherwise, and (ii) no Debt Financing Source Related Party shall have any liability (whether in contract, in tort or otherwise) to any Group Company or its respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders (excluding, for the avoidance of doubt, Midco, Parent and Merger Sub and, from and after the Closing, liabilities to the Group Companies and their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) for any obligations or liabilities of any party hereto under the Original Merger Agreement or this Agreement or for any claim based on, in respect of, or by reason of, the Transactions or in respect of any oral or written representations made or alleged to have been made in connection therewith or herewith, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof or the financings contemplated thereby. Notwithstanding the foregoing, nothing contained in this Section 9.13 shall in any way limit or modify the rights and obligations of Merger Sub, Parent, Midco or the Debt Financing Source Related Parties set forth in the Debt Commitment Letter or any Definitive Debt Document. In addition, notwithstanding anything to the contrary in the foregoing, nothing in this Section 9.13 shall limit the rights, if any, rights of the Company pursuant to Section 6.07(a) and Section 6.07(b).

Lender Limitations. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto, on behalf of itself and its AffiliatesParties: (a) agrees that it will not bring or support any person in any actionAction, suit, proceeding, cause of action, claim, cross-cross claim or third-party claim of any kind or description, whether at Law law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Source Related Parties Sources in any way relating to the Original Merger Agreement, this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings Debt Financing contemplated thereby, in any forum other than the federal or and New York state courts located in the Borough of Manhattan within the City of New YorkYork and hereby (i) submits to the exclusive jurisdiction of such courts with respect to such matters and (ii) irrevocably waives, to the fullest extent that it may effectively do so under applicable Law, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such court; (b) agrees that, except as specifically set forth in the Debt Commitment Letter, all claims or causes of action Actions (whether at Lawlaw, in equity, in contract, in tort or otherwise) against any of the Debt Financing Source Related Parties Sources in any way relating to the Original Merger Agreement, this Agreement Commitment Letter or any of the Transactions, including the Debt Commitment Letter, the performance thereof or the financings Debt Financing contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal Laws laws of the State of New York, without giving effect to principles or rules or conflict of Laws 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 Party may have to a trial by jury in respect of any litigation (whether in Law law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Original Merger Commitment Letter or the performance thereof or the Debt Financing contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, (i) Seller and its Affiliates, Representatives or stockholders shall not have any rights or claims against any Financing Source arising out of or in any way relating to this Agreement Agreement, the Debt Financing or the Transactions, or in respect of any other document or any of the Transactionstransactions contemplated thereby, or in respect of any oral or written 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, Letter or the performance thereof or the financings contemplated thereby. The Company also agrees that (i) neither it nor any other Group Company or any of its or their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders will bring any claims (other than, following the Closing, claims of the Group Companies or any of their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) against any Debt Financing Source Related Party, in any way relating to the Original Merger Agreement, this Agreement or the Transactions, including the Debt Commitment Letter, the performance thereof or the financings contemplated thereby, whether at Law law or equity, in contract, in tort or otherwise, otherwise and (ii) no Debt Financing Source Related Party shall have any liability Liability (whether in contract, in tort or otherwise) to Seller or any Group Company or of its respective Affiliates, directors, officers, employees, agents, partners, managers, members Representatives or stockholders (excluding, for the avoidance of doubt, Midco, Parent and Merger Sub and, from and after the Closing, liabilities to the Group Companies and their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) for any obligations or liabilities Liabilities of any party hereto Party under the Original Merger Agreement or this Agreement or for any claim based on, in respect of, or by reason of, the Transactions or in respect of any oral or written representations made or alleged to have been made in connection therewith herewith or herewiththerewith, including any dispute arising out of or relating in any way to the Debt Financing Commitment Letter or the performance thereof or the financings Debt Financing contemplated thereby. Notwithstanding the foregoing, nothing contained whether at law or equity, in this Section 9.13 shall contract, in any way limit tort or modify the rights and obligations of Merger Sub, Parent, Midco or the Debt Financing Source Related Parties set forth in the Debt Commitment Letter or any Definitive Debt Document. In addition, notwithstanding anything to the contrary in the foregoing, otherwise; provided that nothing in this Section 9.13 10.13 shall limit the rights, if any, liability or obligations of the Company pursuant Financing Sources to Buyer (or the other parties thereto and their successors and assigns) under the Commitment Letter or the definitive agreements governing the Debt Financing. This Section 6.07(a) and Section 6.07(b)10.13 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.

Lender Limitations. Notwithstanding anything to the contrary contained in this AgreementAgreement (but without limiting the following sentence), each of the parties hereto: (i) agrees, on behalf of itself and its Affiliates: (a) agrees , that it will not bring or support any person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether at Law law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Source Related Parties in any way relating to the Original Merger Agreement, this Agreement or any of the Transactionstransactions contemplated hereby, including including, but not limited to, any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, in any forum other than the federal or New York state courts located in the Borough of Manhattan within the City of New York; (bii) agrees agrees, on behalf of itself and its Affiliates, that, except as specifically set forth in the Debt Commitment Letter, all claims or causes of action (whether at Lawlaw, in equity, in contract, in tort or otherwise) against any of the Debt Financing Source Related Parties in any way relating to the Original Merger Agreement, this Agreement or any of the Transactionstransactions contemplated hereby, including the Debt Commitment Letter, Letter or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal Laws laws of the State of New York, without giving effect to principles or rules or on conflict of Laws laws to the extent such principles or rules would require or permit the application of Laws laws of another jurisdiction; and (ciii) on behalf of itself and its Affiliates, hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in Law law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Original Merger Agreement, this Agreement or any of the Transactionstransactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Commitment Letter, Letter or the performance thereof or the financings contemplated thereby. The Notwithstanding anything to the contrary contained in this Agreement, (a) the Company also agrees that (i) neither it nor any other Group Company or any of and its or Subsidiaries, and its and their respective Affiliates, directors, officers, employees, agents, partners, managers, advisors, representatives, members or and stockholders will shall not have any rights and agree not to bring any claims or directly seek specific performance (other than, following the Closing, rights and claims of the Group Companies or any of their respective Affiliates pursuant to any Definitive Debt Documents definitive financing documents entered into with any the Financing Sources in connection with the Debt Financing Source Related PartyFinancing) against any Debt Financing Source Related Party, in any way relating to the Original Merger this Agreement, this Agreement or the Transactions, including the Debt Commitment LetterLetter or the Debt Financing or in respect of any other document or any of the transactions contemplated hereby or thereby, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at Law law or equity, in contract, in tort or otherwise, and (iib) no Debt Financing Source Related Party shall have any liability (whether in contract, in tort or otherwise) to any Group the Company or any of its subsidiaries, or any of their respective Affiliates, directors, officers, employees, agents, partners, managers, members or members, advisors, representatives and stockholders (excluding, for the avoidance of doubt, Midco, Parent and Merger Sub and, from and after the Closing, liabilities to the Group Companies Company and their respective Affiliates its subsidiaries pursuant to any Definitive Debt Documents definitive financing documents entered into with any the Financing Sources in connection with the Debt Financing Source Related PartyFinancing) for any obligations or liabilities of any party hereto under the Original Merger Agreement or this Agreement or for any claim based on, in respect of, or by reason of, the Transactions or in respect of any oral or written representations made or alleged to have been made in connection therewith or herewithtransactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing Commitment Letter or the performance thereof or the financings contemplated thereby. Notwithstanding the foregoing, nothing contained whether at law or equity, in this Section 9.13 shall contract, in any way limit tort or modify the rights and obligations of Merger Sub, Parent, Midco or the Debt Financing Source Related Parties set forth in the Debt Commitment Letter or any Definitive Debt Document. In addition, notwithstanding anything to the contrary in the foregoing, nothing in this Section 9.13 shall limit the rights, if any, of the Company pursuant to Section 6.07(a) and Section 6.07(b)otherwise.

Lender Limitations. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto, on behalf of itself and its AffiliatesParties: (a) agrees that it will not bring or support any person Person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim Proceeding of any kind or description, whether at Law law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Source Related Parties Sources in any way relating to the Original Merger Agreement, this Agreement or any of the Transactionstransactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings Debt Financing contemplated thereby, in any forum other than the federal or New York state courts located in Supreme Court of the Borough of Manhattan within the City State of New York, County of New York, 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 sitting in New York County (and appellate courts thereof); (b) agrees that, except as specifically set forth in the Debt Commitment Letter, all claims or causes of action (whether at Lawlaw, in equity, in contract, in tort or otherwise) against any of the Debt Financing Source Related Parties Sources in any way relating to the Original Merger Agreement, this Agreement or any of the Transactions, including the Debt Commitment Letter, Letter or the performance thereof or the financings Debt Financing contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal Laws of by the State of New York, without giving effect to principles or rules or conflict of Laws conflicts 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 (whether in Law at law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Original Merger Agreement, this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter, Letter or the performance thereof or the financings Debt Financing contemplated thereby. The Company also agrees that Notwithstanding anything to the contrary contained in this Agreement, subject to the rights of the parties to any Debt Commitment Letter, (i) neither it nor any other Group Company the Parties hereby acknowledge and agree that no party hereto or any of its or their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders will bring equityholders or successors or assigns of any claims (other than, following the Closing, claims of the Group Companies foregoing (x) shall have any rights or any of their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) claims against any Debt Financing Source Related Party, Sources or their Affiliates or representatives in any way relating to the Original Merger this Agreement, this Agreement or the TransactionsDebt Financing, including the Debt Commitment LetterLetter or any of the transactions contemplated hereby, or in respect of any other document or any of the transactions contemplated hereby, or in respect of any oral or written representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings Debt Financing contemplated thereby, whether at Law law or in equity, in contract, in tort or otherwiseotherwise and (y) agrees not to commence any Proceeding against any Debt Financing Sources or their Affiliates or representatives in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby, or in respect of any oral or written representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the Debt Financing contemplated thereby, and (ii) no Debt Financing Source Related Party shall have any liability (whether in contract, in tort or otherwise) to any Group Company party hereto and its or its their respective Affiliates, directors, officers, employees, agents, partners, managers, members members, representatives or stockholders (excluding, for equityholders or any successor or assign of the avoidance of doubt, Midco, Parent and Merger Sub and, from and after the Closing, liabilities to the Group Companies and their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) foregoing for any obligations or liabilities of any party hereto under the Original Merger Agreement or this Agreement or for any claim based on, in respect of, or by reason of, the Transactions transactions contemplated hereby or in respect of any oral or written representations made or alleged to have been made in connection therewith herewith or herewiththerewith, including any dispute arising out of or relating in any way to the Debt Financing Commitment Letter or the performance thereof or the financings Debt Financing contemplated thereby, whether at law or in equity, in contract, in tort or otherwise. Notwithstanding For the foregoingavoidance of doubt, nothing contained in this Section 9.13 no event shall in any way limit Seller Related Party or modify any of its respective successors or assigns be entitled to enforce or seek to enforce specifically the rights and obligations remedy of Merger Sub, Parent, Midco or the Debt Financing Source Related Parties set forth in specific performance of the Debt Commitment Letter or against any Definitive Debt DocumentFinancing Source. In addition, notwithstanding Notwithstanding anything to the contrary in the foregoing, nothing contained in this Section 9.13 Agreement, the Debt Financing Sources are intended Third Party beneficiaries of, and shall limit be entitled to the rightsprotections of, if any, of the Company pursuant to Section 6.07(a) and Section 6.07(b)this provision.

Lender Limitations. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto, Company (on behalf of itself and its Affiliates: Affiliates and, to the fullest extent legally permissible, the other Company Related Parties): (a) agrees that it will not bring or support any person Person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim Action of any kind or description, whether at Law law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Source Related Parties Sources in any way relating to the Original Merger Agreement, this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Agreements”) or the performance thereof or the financings contemplated thereby, in any forum other than the federal or New York state courts located in Supreme Court of the Borough of Manhattan within the City State of New York, County of New York, 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 sitting in New York County (and appellate courts thereof); (b) waives and hereby irrevocably waives, to the fullest extent permitted by 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 court; (c) agrees that, except as specifically set forth in the Debt Commitment Letter or the Debt Financing Agreements (including as it relates to (I) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (II) the determination of the accuracy of any “specified acquisition agreement representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to Section 8.01(d)(i) or decline to consummate the Closing as a result thereof pursuant to Section 7.03(a) and (III) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of Law provision or rule that would cause the application of Laws of any other jurisdiction), all claims or causes of action (whether at Lawlaw, in equity, in contract, in tort or otherwise) against any of the Debt Financing Source Related Parties Sources in any way relating to the Original Merger Agreement, this Agreement Debt Commitment Letter or any of the Transactions, including the Debt Commitment Letter, Financing Agreements or the performance thereof or the financings contemplated thereby, thereby shall be exclusively governed by, and construed in accordance with, by the internal Laws laws of the State of New York, without giving effect to principles or rules or conflict of Laws conflicts of laws to the extent such principles or rules would require or permit the application of Laws laws of another jurisdiction; and (cd) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in Law at law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Original Merger Agreement, this Agreement Debt Commitment Letter or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter, Financing Agreements or the performance thereof or the financings contemplated thereby. The Company also agrees that Notwithstanding anything to the contrary contained in this Agreement, subject to the rights of the parties to any Debt Commitment Letter or any Debt Financing Agreement, (i) neither it nor any other Group Company the parties hereto hereby acknowledge and agree that no party hereto or any of its or their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders will bring equityholders (x) shall have any rights or claims (other than, following the Closing, claims of the Group Companies or any of their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) against any Debt Financing Source Related Party, Sources or their Affiliates or representatives in any way relating to the Original Merger this Agreement, this Agreement the Debt Financing, the Debt Commitment Letter or the Debt Financing Agreements or any of the Transactions, or in respect of any other document or any of the Transactions, or in respect of any oral or written 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, Letter or the Debt Financing Agreements or the performance thereof or the financings contemplated thereby, whether at Law law or in equity, in contract, in tort or otherwise, and hereby waives all such rights or claims and (y) agrees not to commence any Action against any Debt Financing Sources or their Affiliates or representatives in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or the Debt Financing Agreements or any of the Transactions, or in respect of any oral or written representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the Debt Financing Agreements or the performance thereof or the financings contemplated thereby, and (ii) no Debt Financing Source Related Party shall have any liability (whether in contract, in tort or otherwise) Liability to any Group Company party hereto or its respective Affiliates, directors, officers, employees, agents, partners, managers, members members, representatives or stockholders (excluding, for the avoidance of doubt, Midco, Parent and Merger Sub and, from and after the Closing, liabilities to the Group Companies and their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) equityholders for any obligations or liabilities Liabilities of any party hereto under the Original Merger Agreement or this Agreement or for any claim or damages based on, in respect of, of or by reason of, of the Transactions or in respect of any oral or written representations made or alleged to have been made in connection therewith herewith or herewiththerewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the Debt Financing Agreements or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise. Notwithstanding the foregoing, nothing contained in this Section 9.13 shall in any way limit or modify the rights and obligations of Merger Sub, Parent, Midco or the Debt Financing Source Related Parties set forth in the Debt Commitment Letter or any Definitive Debt Document. In addition, notwithstanding anything to the contrary contained in this Agreement, the foregoingDebt Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of, this Section 9.14 and this Section 9.14 shall not be amended or waived in a manner adverse in any material respect to any Debt Financing Source without its prior written consent. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Section 9.13 9.14 shall limit in any way affect any party’s or any of its Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the rights, if any, of the Company pursuant to Debt Commitment Letter and any Debt Financing Agreements. Section 6.07(a) and Section 6.07(b)9.15 [Reserved].

Lender Limitations. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto, on behalf of itself and its Affiliates: (ai) agrees that it will not bring or support any person in any action, suit, proceeding, cause of action, claim, cross-cross claim or third-third party claim of any kind or description, whether at Law or in equity, whether in contract or in tort or otherwise, against any of the Financing Sources (which defined term for the purposes of this provision shall include the Financing Sources and their respective affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and representatives involved in the financing contemplated by the Debt Financing Source Related Parties in any way relating Commitment Letter) with respect to the Original Merger Agreement, this Agreement or any of the Transactions, including including, but not limited to, any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, in any forum other than the federal or 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 Letter, all claims or causes of action (whether at Law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Source Related Parties in any way relating to the Original Merger Agreement, this Agreement or any of the Transactions, including the Debt Commitment Letter, 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 or conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction; and (cii) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in Law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Original Merger Agreement, this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter, Letter or the performance thereof or the financings contemplated thereby. The Notwithstanding anything to the contrary contained in this Agreement, (a) the Company also agrees that (i) neither it nor any other Group and the Company or any of Subsidiaries, and its or and their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders will bring shall not have any rights or claims (other thanagainst any Financing Source, following with respect to this Agreement, the Closing, claims of the Group Companies Debt Financing or any of their respective Affiliates pursuant the Transactions, or in respect of any other document or any of the Transactions, or in respect of any oral or written representations made or alleged to have been made in connection herewith or therewith, including any Definitive Debt Documents entered into with any Debt Financing Source Related Party) against any Debt Financing Source Related Party, dispute arising out of or relating in any way relating to the Original Merger Agreement, this Agreement or the Transactions, including the Debt Commitment Letter, Letter or the performance thereof or the financings contemplated thereby, whether at Law or equity, in contract, in tort or otherwise, otherwise and (iib) no Debt Financing Source Related Party shall have any liability (whether in contract, in tort or otherwise) to any Group of the Company or and the Company Subsidiaries, and its and their respective Affiliates, directors, officers, employees, agents, partners, managers, members members, representatives or stockholders (excluding, for the avoidance of doubt, Midco, Parent and Merger Sub and, from and after the Closing, liabilities to the Group Companies and their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) for any obligations or liabilities of any party hereto under the Original Merger Agreement or this Agreement or for any claim based on, in respect of, or by reason of, the Transactions or in respect of any oral or written representations made or alleged to have been made in connection therewith herewith or herewiththerewith, including any dispute arising out of or relating in any way to the Debt Financing Commitment Letter or the performance thereof or the financings contemplated thereby, whether at Law or equity, in contract, in tort or otherwise. Notwithstanding the foregoing, nothing contained in this Section 9.13 shall in any way limit or modify the rights and obligations of Merger Sub, Parent, Midco or the Debt Financing Source Related Parties set forth in the Debt Commitment Letter or any Definitive Debt Document. In addition, notwithstanding anything to the contrary in the foregoing, nothing contained in this Section 9.13 Agreement, the Financing Sources are intended third party beneficiaries of, and shall limit be entitled to the rights, if any, protections of the Company pursuant to Section 6.07(a) and Section 6.07(b)this provision.

Lender Limitations. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto, on behalf of itself and its AffiliatesParties: (a) agrees that it will not bring or support any litigation, person in any action, suit, proceeding, cause of action, claim, cross-cross claim or third-party claim of any kind or description, whether at Law law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Source Related Parties Sources in any way relating to the Original Merger Agreement, this Agreement or any of the Transactionstransactions contemplated herein, including including, any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated therebyFinancing, in any forum other than the federal or and New York state courts located in the Borough of Manhattan within the City of New York; (b) agrees thatthat all litigation, except as specifically set forth in the Debt Commitment Letteractions, all suits, proceedings, causes of action, claims, cross claims or causes of action third-party claims (whether at Lawlaw, in equity, in contract, in tort or otherwise) against any of the Debt Financing Source Related Parties Sources in any way relating to the Original Merger Agreement, this Agreement or any of the Transactions, including the Debt Commitment Letter, the performance thereof or the financings contemplated therebyFinancing, shall be exclusively governed by, and construed in accordance with, the internal Laws laws of the State of New York, without giving effect to principles or rules or conflict of Laws 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 waives, and covenants that it will not assert, any right such party may have to a trial by jury in respect of any litigation litigation, action, suit, proceeding, cause of action, claim, cross claim or third-party claim of any kind or description (whether in Law law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Original Merger AgreementDebt Financing. Notwithstanding anything herein to the contrary, each of the Company, on behalf of itself and each of its Subsidiaries (and, to the extent permitted by applicable Law, on behalf of each of its equity holders, directors, officers and employees) acknowledges and agrees that it (and such other Persons) shall have no recourse against the Debt Financing Sources in connection with the Debt Financing, and the Debt Financing Sources shall be subject to no liability or claims by such Persons in connection with the Debt Financing or in any way relating to this Agreement or any of the Transactions, including any dispute arising out of transactions contemplated hereby or relating in any way to the Debt Commitment Letter, the performance thereof or the financings contemplated thereby. The Company also agrees that (i) neither it nor any other Group Company or any of its or their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders will bring any claims (other than, following the Closing, claims of the Group Companies or any of their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) against any Debt Financing Source Related Party, in any way relating to the Original Merger Agreement, this Agreement or the Transactions, including the Debt Commitment Letter, the performance thereof or the financings contemplated thereby, whether at Law or law, in equity, in contract, in tort or otherwise, and (ii) no Debt Financing Source Related Party shall have any liability rights or claims against the Company or any of its Subsidiaries (and any of their respective equity holders, directors, officers and employees) in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, (x) to any Group Company or its respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders (excluding, for the avoidance foregoing will not limit the rights of doubt, Midco, Parent and Merger Sub and, from and after the Closing, liabilities to the Group Companies and their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) for any obligations or liabilities of any party hereto under the Original Merger Agreement or this Agreement or for any claim based on, in respect of, or by reason of, the Transactions or in respect of any oral or written representations made or alleged to have been made in connection therewith or herewith, including any dispute arising out of or relating in any way parties to the Debt Financing under any definitive agreements related thereto and (y) the foregoing will not in any manner limit the recourse of or against any of the parties to the Company Margin Facility or the performance thereof Parent Margin Facility or otherwise limit any of their respective rights, obligations, liabilities, claims or rights to bring claims arising under or with respect to the Company Margin Facility or the financings contemplated thereby. Notwithstanding the foregoingParent Margin Facility, nothing contained as applicable (including in this Section 9.13 shall in any way limit or modify the rights and obligations respect of Merger Sub, Parent, Midco or the Debt Financing Source Related Parties set forth in contemplated by the Debt Commitment Letter or any Definitive Debt Document. In addition, notwithstanding anything to the contrary in the foregoing, nothing in this Section 9.13 shall limit the rights, if any, of the Company pursuant to Section 6.07(a) and Section 6.07(bParent Margin Facility).

Lender Limitations. Notwithstanding anything to the contrary contained in this Agreement, each Each of the parties hereto, on behalf of itself and its Affiliates: (a) agrees that it will not bring or support any person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim Action of any kind or description, whether at Law or in equity, description (whether in contract or in tort contract, tort, equity or otherwise, ) against any of the Debt Financing Source Lender-Related Parties in any way relating to the Original Merger Agreement, this Agreement or any of the Transactionstransactions contemplated herein, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, in any forum other than the federal or 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 Letter, all claims or causes of action Actions (whether at Law, in equity, in contract, in tort tort, equity or otherwise) against any of the Debt Financing Source Lender-Related Parties in any way relating to the Original Merger Agreement, this Agreement or any of the Transactions, including the Debt Commitment Letter, Letter or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal Laws laws of the State of New York, without giving effect to principles or rules or conflict of Laws 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 (whether in Law law or in equity, and whether in contract or in tort contract, tort, equity or otherwise) directly or indirectly arising out of or relating in any way to the Original Merger Agreement, this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter, Letter or the performance thereof or the financings contemplated thereby. The Company also agrees that Notwithstanding anything to the contrary contained in this Agreement, (i) neither it nor any other Group Company or any of the Company, its or Subsidiaries and their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders will bring shall not have any rights or claims (other than, following the Closing, claims of the Group Companies or any of their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) against any Debt Financing Source Lender-Related Party, Parties in any way relating to the Original Merger this Agreement, this Agreement or the Transactions, including the Debt Commitment Letter, the Debt Financing or any of the transactions contemplated herein, or in respect of any other document or any of the transactions contemplated thereby, or in respect of any oral or written representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at Law law or equity, and whether in contract, in tort tort, equity or otherwise, and (ii) no Debt Financing Source Lender-Related Party shall have any liability (whether in contract, in tort tort, equity or otherwise) to any Group Company or the Company, its Subsidiaries and their respective Affiliates, directors, officers, employees, agents, partners, managers, members members, representatives or stockholders (excluding, for the avoidance of doubt, Midco, Parent and Merger Sub and, from and after the Closing, liabilities to the Group Companies and their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) for any obligations or liabilities of any party hereto under the Original Merger Agreement or this Agreement or for any claim based on, in respect of, or by reason of, the Transactions transactions contemplated herein or in respect of any oral or written representations made or alleged to have been made in connection therewith herewith or herewiththerewith, including any dispute arising out of or relating in any way to the Debt Financing Commitment Letter or the performance thereof or the financings contemplated thereby. Notwithstanding the foregoing, whether at law or equity, in contract, in tort, equity or otherwise; provided, that nothing contained in this Section 9.13 8.18 shall in any way limit the liability or modify the rights and obligations of Merger Sub, Parent, Midco the Lender-Related Parties to Parent or the Debt Financing Source Related Parties set forth in Merger Subs (and their successors and assigns) under the Debt Commitment Letter or to Parent or any Definitive Debt Documentof its Subsidiaries under any definitive debt financing agreement. In addition, notwithstanding Notwithstanding anything to the contrary in the foregoing, nothing contained in this Agreement, the Lender-Related Parties are intended third-party beneficiaries of, and shall be entitled to enforce, the protections of this Section 9.13 shall limit the rights, if any, of the Company pursuant to Section 6.07(a) and Section 6.07(b)8.18.

Lender Limitations. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto, on behalf of itself and its Affiliates: (ai) agrees that it will not bring or support any person in any action, suit, proceeding, cause of action, claim, cross-cross claim or third-third party claim of any kind or description, whether at Law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Source Related Parties Sources in any way relating to the Original Merger Agreement, this Agreement or any of the Transactions, including including, but not limited to, any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, in any forum other than the federal or and New York state courts located in the Borough of Manhattan within the City of New York; , (bii) agrees that, except as specifically set forth in the Debt Commitment Letter, all claims or causes of action (whether at Law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Source Related Parties Sources in any way relating to the Original Merger Agreement, this Agreement or any of the Transactions, including the Debt Commitment Letter, 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 or conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction; , and (ciii) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in Law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Original Merger Agreement, this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter, Letter or the performance thereof or the financings contemplated thereby. The Notwithstanding anything to the contrary contained in this Agreement, (a) the Seller, the Guarantor, the Company also agrees that (i) neither it nor any other Group and the Company or any of Subsidiaries, and its or and their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders will bring shall not have any rights or claims (other than, following the Closing, claims of the Group Companies or any of their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) against any Debt Financing Source Related PartySource, in any way relating to the Original Merger this Agreement, this Agreement the Debt Financing or any of the Transactions, or in respect of any other document or any of the Transactions, or in respect of any oral or written 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, Letter or the performance thereof or the financings contemplated thereby, whether at Law or equity, in contract, in tort or otherwise, otherwise and (iib) no Debt Financing Source Related Party shall have any liability (whether in contract, in tort or otherwise) to any Group of the Seller, the Guarantor, the Company or and the Company Subsidiaries, and its and their respective Affiliates, directors, officers, employees, agents, partners, managers, members members, representatives or stockholders (excluding, for the avoidance of doubt, Midco, Parent and Merger Sub and, from and after the Closing, liabilities to the Group Companies and their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) for any obligations or liabilities of any party hereto under the Original Merger Agreement or this Agreement or for any claim based on, in respect of, or by reason of, the Transactions or in respect of any oral or written representations made or alleged to have been made in connection therewith herewith or herewiththerewith, including any dispute arising out of or relating in any way to the Debt Financing Commitment Letter or the performance thereof or the financings contemplated thereby, whether at Law or equity, in contract, in tort or otherwise. Notwithstanding the foregoing, nothing contained in this Section 9.13 shall in any way limit or modify the rights and obligations of Merger Sub, Parent, Midco or the Debt Financing Source Related Parties set forth in the Debt Commitment Letter or any Definitive Debt Document. In addition, notwithstanding anything to the contrary in the foregoing, nothing contained in this Section 9.13 Agreement, the Debt Financing Sources are intended third party beneficiaries of, and shall limit be entitled to the rights, if any, protections of the Company pursuant to Section 6.07(a) and Section 6.07(b)this provision.

Lender Limitations. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto, on behalf of itself Company and its AffiliatesOutdoor Products: (a) agrees that it will not bring or support any person Person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim Action of any kind or description, whether at Law law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Source Related Parties Sources in any way relating to the Original Merger Agreement, this Agreement or any of the Merger Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter Financing Commitments or the performance thereof or the financings contemplated thereby, in any forum other than the federal or New York state courts located in Supreme Court of the Borough of Manhattan within the City State of New York, County of New York, 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 sitting in New York County (and appellate courts thereof); (b) agrees that, except as specifically set forth in the Debt Commitment LetterFinancing Commitments, all claims or causes of action (whether at Lawlaw, in equity, in contract, in tort or otherwise) against any of the Debt Financing Source Related Parties Sources in any way relating to the Original Merger Agreement, this Agreement Debt Financing Commitments or any of the Transactions, including the Debt Commitment Letter, the performance thereof or the financings contemplated thereby, thereby shall be exclusively governed by, and construed in accordance with, by the internal Laws laws of the State of New York, without giving effect to principles or rules or conflict of Laws conflicts 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 (whether in Law at law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Original Merger Agreement, this Agreement Debt Financing Commitments or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter, the performance thereof or the financings contemplated thereby. The Company also agrees that Notwithstanding anything to the contrary contained in this Agreement, subject to the rights of the parties to any Debt Financing Commitments, (i) neither it nor any other Group Company the parties hereto hereby acknowledge and agree that no party hereto or any of its or their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders will bring equityholders (x) shall have any rights or claims (other than, following the Closing, claims of the Group Companies or any of their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) against any Debt Financing Source Related Party, Sources or their Affiliates or representatives in any way relating to the Original Merger this Agreement, this Agreement the Debt Financing, the Debt Financing Commitments or any of the Merger Transactions, or in respect of any other document or any of the Merger Transactions, or in respect of any oral or written 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, Financing Commitments or the performance thereof or the financings contemplated thereby, whether at Law law or in equity, in contract, in tort or otherwise, and hereby waives all such rights or claims and (y) agrees not to commence any Action against any Debt Financing Sources or their Affiliates or representatives in connection with this Agreement, the Debt Financing, the Debt Financing Commitments or any of the Merger Transactions, or in respect of any oral or written 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 Commitments or the performance thereof or the financings contemplated thereby, and (ii) no Debt Financing Source Related Party shall have any liability (whether in contract, in tort or otherwise) Liability to any Group Company party hereto or its respective Affiliates, directors, officers, employees, agents, partners, managers, members members, representatives or stockholders (excluding, for the avoidance of doubt, Midco, Parent and Merger Sub and, from and after the Closing, liabilities to the Group Companies and their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) equityholders for any obligations or liabilities Liabilities of any party hereto under the Original Merger Agreement or this Agreement or for any claim or damages based on, in respect of, of or by reason of, of the Merger Transactions or in respect of any oral or written representations made or alleged to have been made in connection therewith herewith or herewiththerewith, including any dispute arising out of or relating in any way to the Debt Financing Commitments or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise. Notwithstanding the foregoing, nothing contained in this Section 9.13 shall in any way limit or modify the rights and obligations of Merger Sub, Parent, Midco or the Debt Financing Source Related Parties set forth in the Debt Commitment Letter or any Definitive Debt Document. In addition, notwithstanding anything to the contrary in the foregoing, nothing contained in this Agreement, the Debt Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of, this Section 9.13 shall limit the rights, if any, of the Company pursuant to Section 6.07(a) and Section 6.07(b)9.14.

Lender Limitations. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto, on behalf of itself and its Affiliates: (ai) agrees that it will not bring or support any person in any action, suit, proceeding, cause of action, claim, cross-cross claim or third-third party claim of any kind or description, whether at Law or in equity, whether in contract or in tort or otherwise, against any of the Financing Sources (which defined term for the purposes of this provision shall include the Financing Sources and their respective affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and representatives involved in the financing contemplated by the Debt Financing Source Related Parties Commitment Letter) in any way relating to the Original Merger Agreement, this Agreement or any of the Transactions, including including, but not limited to, any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, in any forum other than the federal or and New York state courts located in the Borough of Manhattan within the City of New York; (bii) agrees that, except as specifically set forth in the Debt Commitment Letter, all claims or causes of action (whether at Law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Source Related Parties Sources in any way relating to the Original Merger Agreement, this Agreement or any of the Transactions, including the Debt Commitment Letter, 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 or conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction; and (ciii) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in Law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Original Merger Agreement, this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter, Letter or the performance thereof or the financings contemplated thereby. The Notwithstanding anything to the contrary contained in this Agreement, (a) the Company also agrees that (i) neither it nor any other Group and the Company or any of Subsidiaries, and its or and their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders will bring shall not have any rights or claims (other than, following the Closing, claims of the Group Companies or any of their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) against any Debt Financing Source Related PartySource, in any way relating to the Original Merger this Agreement, the Debt Financing or any of the Transactions, or in respect of any other document or any of the transactions contemplated hereby or thereby, or in respect of any oral or written representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at Law or equity, in contract, in tort or otherwise and (b) no Financing Source shall have any liability (whether in contract, in tort or otherwise) to any of the Company and the Company Subsidiaries, and its and their respective Affiliates, directors, officers, employees, agents, partners, managers, members, representatives 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 Transactionstransactions contemplated hereby and thereby or in respect of any oral or written 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, Letter or the performance thereof or the financings contemplated thereby, whether at Law or equity, in contract, in tort or otherwise, and (ii) no Debt Financing Source Related Party shall have any liability (whether in contract, in tort or otherwise) to any Group Company or its respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders (excluding, for the avoidance of doubt, Midco, Parent and Merger Sub and, from and after the Closing, liabilities to the Group Companies and their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) for any obligations or liabilities of any party hereto under the Original Merger Agreement or this Agreement or for any claim based on, in respect of, or by reason of, the Transactions or in respect of any oral or written representations made or alleged to have been made in connection therewith or herewith, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof or the financings contemplated thereby. Notwithstanding the foregoing, nothing contained in this Section 9.13 shall in any way limit or modify the rights and obligations of Merger Sub, Parent, Midco or the Debt Financing Source Related Parties set forth in the Debt Commitment Letter or any Definitive Debt Document. In addition, notwithstanding anything to the contrary in the foregoing, nothing contained in this Section 9.13 Agreement, the Financing Sources are intended third party beneficiaries of, and shall limit be entitled to the rights, if any, protections of the Company pursuant to Section 6.07(a) and Section 6.07(b)this provision.

Lender Limitations. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto, on behalf of itself and its Affiliates: (a) agrees that it will Blocker Holdings, Blocker, the Equityholder Representative, the Company and its Subsidiaries, and its and their respective Affiliates, directors, officers, employees, agents, partners, managers, members and stockholders shall not bring have any rights or support any person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether at Law or in equity, whether in contract or in tort or otherwise, claims against any of the Debt Financing Source Related Parties Party, in any way relating to the Original Merger this Agreement, this Agreement the Debt Commitment Letter, the Debt Financing or any of the Transactions, or in respect of any document or transactions contemplated hereby or thereby, or in respect of any oral or written representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, in any forum other than the federal or 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 Letter, all claims or causes of action (whether at Law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Source Related Parties in any way relating to the Original Merger Agreement, this Agreement or any of the Transactions, including the Debt Commitment Letter, 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 or 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 in Law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Original Merger Agreement, this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter, the performance thereof or the financings contemplated thereby. The Company also agrees that (i) neither it nor any other Group Company or any of its or their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders will bring any claims (other than, following the Closing, claims of the Group Companies or any of their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) against any Debt Financing Source Related Party, in any way relating to the Original Merger Agreement, this Agreement or the Transactions, including the Debt Commitment Letter, the performance thereof or the financings contemplated thereby, whether at Law law or equity, in contract, in tort or otherwise, and (iib) no Debt Financing Source Related Party shall have any liability (whether in contract, in tort or otherwise) to any Group of the Company or and its Subsidiaries, and its and their respective Affiliates, directors, officers, employees, agents, partners, managers, members or members, representatives and stockholders (excluding, for the avoidance of doubt, Midco, Parent and Merger Sub and, from and after the Closing, liabilities to the Group Companies and their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) for any obligations or liabilities of any party hereto under the Original Merger Agreement or this Agreement or for any claim based on, in respect of, or by reason of, the Transactions or in respect of any oral or written representations made or alleged to have been made in connection therewith or herewith, including any dispute arising out of or relating in any way to the Debt Financing Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise; provided that, notwithstanding clauses (a) and (b) above, the foregoing shall not apply to or otherwise be binding upon, Purchaser and its Subsidiaries, and its and their respective Affiliates, directors, officers, employees, agents, partners, managers, members and stockholders. Notwithstanding anything to the foregoing, nothing contrary contained in this Section 9.13 shall in any way limit or modify the rights and obligations of Merger SubAgreement, Parent, Midco or the Debt Financing Source Related Parties set forth in the Debt Commitment Letter or any Definitive Debt Document. In additionare intended third-party beneficiaries of, notwithstanding anything and shall be entitled to the contrary in the foregoingprotections of, nothing in this Section 9.13 shall limit the rights, if any, of the Company pursuant to Section 6.07(a) and Section 6.07(b)provision.

Lender Limitations. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto, on behalf of itself and its Affiliates: (ai) agrees that it will not bring (and will not permit any of its controlled Affiliates to bring) or support any person in any action, suit, proceeding, cause of action, claim, cross-cross claim or third-third party claim of any kind or description, whether at Law or in equity, whether in contract or in tort or otherwise, against any of the Financing Sources (which defined term (x) for the purposes of this Section 9,14(a)(i) and (ii) (Lender Limitations) only, shall exclude the Financing Sources party to the Equity Commitment Letter and (y) for the purposes of this Section 9,14 (Lender Limitations) shall include the Financing Sources and their respective affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and representatives involved in the financing contemplated by the Debt Financing Source Related Parties Commitment Letter) in any way relating to the Original Merger Agreement, this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, in any forum other than the federal or and New York state courts located in the Borough of Manhattan within the City of New York; (bii) agrees that, except as specifically set forth in the Debt Commitment Letter, all claims or causes of action (whether at Law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Source Related Parties Sources in any way relating to the Original Merger Agreement, this Agreement or any of the Transactions, including the Debt Commitment Letter, 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 or conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction; and (ciii) hereby irrevocably and unconditionally waives (x) the defense of inconvenient forum to the maintenance of any proceeding in a court referred to in clause (i) above and (y) any right such party may have to a trial by jury in respect of any litigation (whether in Law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Original Merger Agreement, this Agreement Commitment Letters or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter, the performance thereof or the financings contemplated thereby. The Notwithstanding anything to the contrary contained in this Agreement, (a) the Companies and the Company also agrees that (i) neither it nor any other Group Company or any of Subsidiaries, and its or and their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders will bring shall not have any rights or claims (other than, following the Closing, claims of the Group Companies or any of their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) against any Debt Financing Source Related PartySource, in any way relating to the Original Merger this Agreement, the Acquisition Financing or any of the Transactions, or in respect of any other document or any of the transactions contemplated hereby or thereby, or in respect of any oral or written 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 Commitment Letters or the performance thereof or the financings contemplated thereby, whether at Law or equity, in contract, in tort or otherwise and (b) no Financing Source shall have any liability (whether in contract, in tort or otherwise) to any of the Companies and the Company Subsidiaries, and its and their respective Affiliates, directors, officers, employees, agents, partners, managers, members, representatives 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 Transactionstransactions contemplated hereby and thereby or in respect of any oral or written 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, Letters or the performance thereof or the financings contemplated thereby, whether at Law or equity, in contract, in tort or otherwise, and (ii) no Debt Financing Source Related Party shall have any liability (whether in contract, in tort or otherwise) to any Group Company or its respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders (excluding, for the avoidance of doubt, Midco, Parent and Merger Sub and, from and after the Closing, liabilities to the Group Companies and their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) for any obligations or liabilities of any party hereto under the Original Merger Agreement or this Agreement or for any claim based on, in respect of, or by reason of, the Transactions or in respect of any oral or written representations made or alleged to have been made in connection therewith or herewith, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof or the financings contemplated thereby. Notwithstanding the foregoing, nothing contained in this Section 9.13 shall in any way limit or modify the rights and obligations of Merger Sub, Parent, Midco or the Debt Financing Source Related Parties set forth in the Debt Commitment Letter or any Definitive Debt Document. In addition, notwithstanding anything to the contrary in the foregoing, nothing contained in this Agreement, the Financing Sources are intended third party beneficiaries of, and shall be entitled to the protections of, Section 9.13 shall limit the rights7.02(c) (Effect of Termination; Reverse Termination Fee), if anySection 7.02(d) (Effect of Termination; Reverse Termination Fee), of the Company pursuant to Section 6.07(a9,02 (No Third-Party Beneficiaries), Section 9,13 (Amendments and Waivers) and this Section 6.07(b9,14 (Lender Limitations).

Lender Limitations. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto, on behalf of itself and its AffiliatesParties: (a) agrees that it will not bring or support any person Person in any action, suit, legal proceeding, cause of action, claim, cross-cross claim or third-party claim of any kind or description, whether at Law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Source Related Parties Sources in any way relating to the Original Merger this Agreement, this Agreement the Ancillary Agreements or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter Financing Commitments or the performance thereof or the financings Debt Financing contemplated thereby, in any forum other than the US federal or 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 LetterFinancing Commitments, all claims or causes of action legal proceedings (whether at Law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Source Related Parties Sources in any way relating to the Original Merger Agreement, this Agreement Debt Financing Commitments or any of the Transactions, including the Debt Commitment Letter, the performance thereof or the financings Debt Financing contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal Laws of the US State of New York, without giving effect to principles or rules or 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 Party may have to a trial by jury in respect of any litigation (whether in Law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Original Merger Agreement, this Agreement Debt Financing Commitments or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter, the performance thereof or the financings Debt Financing contemplated thereby. The Company also agrees that Notwithstanding anything to the contrary contained in this Agreement, (i) neither it nor any other Seller and the Target Group Company or any of its or Companies and their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders will bring shall not have any rights or claims (other than, following the Closing, claims of the Group Companies or any of their respective Affiliates pursuant to any Definitive Debt Documents entered into with any Debt Financing Source Related Party) against any Debt Financing Source Related PartySource, in any way relating to the Original Merger this Agreement, this Agreement or the Transactions, including the Debt Commitment LetterFinancing or the transactions contemplated thereby, or in respect of any other document or any of the transactions contemplated thereby, or in respect of any oral or written 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 Commitments or the performance thereof or the financings Debt Financing contemplated thereby, whether at Law or equity, in contract, in tort or otherwise, and Seller (ii) no Debt Financing Source Related Party shall have on behalf of itself, the Company, and each of Seller’s and the Company’s Subsidiaries and any liability (whether in contract, in tort or otherwise) to any Group Company or its of their respective Affiliates, directors, officers, employees, agents, partners, managers, members members, representatives or stockholders stockholders) agrees not to commence (excludingand if commenced, for the avoidance of doubt, Midco, Parent and Merger Sub and, from and after the Closing, liabilities agrees to the Group Companies and their respective Affiliates pursuant to dismiss or otherwise terminate) any Definitive Debt Documents entered into with legal proceeding against any Debt Financing Source Related Partyin connection with this Agreement or the Transactions (including any legal proceeding relating to the Debt Financing or the Debt Financing Commitments) and (ii) no Debt Financing Source shall have any Liability (whether in contract, in tort or otherwise) to Seller, the Company, any of the Company’s Subsidiaries or any of their respective Affiliates, directors, officers, employees, agents, partners, managers, members, representatives or stockholders for any obligations or liabilities of any party hereto Party under the Original Merger Agreement or this Agreement or for any claim based on, in respect of, or by reason of, the Transactions or in respect of any oral or written representations made or alleged to have been made in connection therewith herewith or herewiththerewith, including any dispute arising out of or relating in any way to the Debt Financing Commitments or the performance thereof or the financings Debt Financing contemplated thereby. Notwithstanding the foregoing, whether at Law or equity, in contract, in tort or otherwise; provided that nothing contained in this Section 9.13 8.12 shall limit the Liability or obligations of the Debt Financing Sources to Buyer and its Affiliates (and it successors and assigns) under the Debt Financing Commitments or any definitive debt financing agreement. Further, nothing in this Section 8.12 shall in any way limit or modify qualify the rights and obligations liabilities of Merger Sub, Parent, Midco or the parties to the Debt Financing Source Related Parties set forth to each other thereunder or in the Debt Commitment Letter or any Definitive Debt Document. In addition, notwithstanding anything to the contrary in the foregoing, nothing in this Section 9.13 shall limit the rights, if any, of the Company pursuant to Section 6.07(a) and Section 6.07(b)connection therewith.