Common use of No Recourse Against Non-Parties Clause in Contracts

No Recourse Against Non-Parties. (i) All claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, may be made only against the entities that are expressly identified as Parties hereto. No Person who is not a named Party to this Agreement, including any director, officer, employee, member, partner (general or limited), securityholder, Affiliate, agent, attorney or representative of any named Party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each Party hereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third-party beneficiaries of this provision of this Agreement. (ii) Notwithstanding anything herein to the contrary, Seller agrees that neither it, nor the Seller Group, shall have any claim against any Financing Source, any lender participating in the Financing or any of their respective former, current or future general or limited partners, stockholders, managers, members, agents, Representatives, Affiliates, successors or assigns (collectively, “Finance Related Parties”), nor shall any Finance Related Party have any liability whatsoever to the Seller Group, in connection with the Financing or in any way relating to this Agreement or any of the transactions contemplated hereby, whether at law, in equity, in contract, in tort or otherwise, in each case, whether arising, in whole or in part, out of comparative, contributory or sole negligence by any Finance Related Party. Notwithstanding anything to the contrary in this Agreement, (a) no amendment or modification to this Section 11(r)(ii) (or amendment or modification with respect to any related definitions as they affect this Section 11(r)(ii)) shall be effective without the prior written consent of each Financing Source and (b) each Financing Source and Finance Related Party shall be an express third party beneficiary of, and shall have the right to enforce, this Section 11(r)(ii). Each of the Parties hereto agrees that, Section 11(l) notwithstanding, this provision shall be interpreted, and any action relating to this provision, shall be governed by the laws of the State of New York and any legal action or proceeding relating to this Section 11(r)(ii), or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York located in the County of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof. This Section 11(r)(ii) is intended to benefit and may be enforced by the Financing Sources and the Finance Related Parties.

No Recourse Against Non-Parties. Except in respect of Fraud against the Person that committed Fraud and subject to the second following sentence, (ia) All claims or causes of action all Actions that may be based upon, arise out of or relate to this AgreementAgreement or any Related Document, or the negotiation, execution or performance of this AgreementAgreement or any Related Document (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement or any Related Document), may be made only against (and subject to the terms and conditions thereof) the respective entities that are expressly identified as Parties as, in the case of this Agreement, the parties hereto. No , and in the case of any Related Document, the parties to such Related Document, and (b) no Person who is not a named Party party to this AgreementAgreement or any Related Document, including any past, present or future director, officer, employee, incorporator, member, partner (general or limited)manager, securityholderpartner, equityholder, Affiliate, agent, attorney or representative other Representative of any named Party party to this Agreement or any Related Document, or any of their respective successors or permitted assignees (any such not named parties, “Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement (including the Equity Financing Source) or any Related Document, respectively (including any representation or warranty made in or in connection with this Agreement or any Related Document, respectively, or as an inducement to enter into this Agreement or any Related Document, respectively) or for any claim based on, in respect of, or by reason of this Agreement or any Related Document, respectively, or its negotiation or execution; , and each Party party hereto waives and releases all such liabilities, claims and obligations against any such Non-Party AffiliatesAffiliates with respect to this Agreement or the Related Documents, respectively. Non-Non- Party Affiliates are expressly intended as third-party beneficiaries of this provision Section 11.09. For the avoidance of this Agreement. (ii) Notwithstanding anything herein to the contrarydoubt, Seller agrees that neither it, nor the Seller Group, shall have any claim against any Financing Source, any lender participating in the Financing or any of their respective former, current or future general or limited partners, stockholders, managers, members, agents, Representatives, Affiliates, successors or assigns (collectively, “Finance Related Parties”), nor shall any Finance Related Party have any liability whatsoever to the Seller Group, in connection with the Financing or in any way relating to this Agreement or any of the transactions contemplated hereby, whether at law, in equity, in contract, in tort or otherwise, in each case, whether arising, in whole or in part, out of comparative, contributory or sole negligence by any Finance Related Party. Notwithstanding anything to the contrary nothing in this Agreement, (a) no amendment or modification to this Section 11(r)(ii) (or amendment or modification with respect to any related definitions as they affect this Section 11(r)(ii)) 11.09 shall be effective without construed to impair the prior written consent of each Financing Source and Company’s rights to enforce (b) each Financing Source and Finance Related Party shall be an express third party beneficiary of, and shall have including the right to enforce, xxx for damages under) the Equity Financing Letter or the Voting and Support Agreement against the Equity Financing Source in accordance with the terms thereof or the Company’s rights to enforce (including the right to xxx for damage under) (x) this Section 11(r)(ii). Each of Agreement against Parent or Merger Sub in accordance with the Parties hereto agrees that, Section 11(lterms hereof or (y) notwithstanding, this provision shall be interpreted, and any action relating to this provision, shall be governed by the laws of Confidentiality Agreement against Parent in accordance with the State of New York and any legal action or proceeding relating to this Section 11(r)(ii), or for recognition and enforcement of any judgment in respect terms thereof, to the non-exclusive general jurisdiction of the courts of the State of New York located in the County of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof. This Section 11(r)(ii) is intended to benefit and may be enforced by the Financing Sources and the Finance Related Parties.

No Recourse Against Non-Parties. (i) All claims This Agreement and the Transaction Documents may only be enforced against, and any claim or causes cause of action that may be based upon, arise arising out of of, or relate related to this Agreement, the Transaction Documents or Transaction may only be brought against, the negotiation, execution or performance of this Agreement, may be made only against the entities Persons that are expressly identified named as Parties heretoparties hereto or thereto and then only with respect to, and to the extent of, the specific obligations set forth herein and therein with respect to such party. No Person who is not Except to the extent a named Party party to this AgreementAgreement or the Transaction Documents (and then only to the extent of the specific obligations undertaken by such named party in this Agreement or the Transaction Documents and not otherwise), including any no past, present or future equity holder, controlling person, director, officer, employee, memberagent, partner (general or limited), securityholderattorney, Affiliate, member, manager, general or limited partner, stockholder, investor or assignee of any party to this Agreement, nor any past, present or future equity holder, controlling person, director, officer, employee, agent, attorney attorney, Affiliate, member, manager, general or representative limited partner, stockholder, investor or assignee of any named Party to this Agreement of the foregoing (each, a “Non-Party AffiliatesAffiliate”), shall have any liability or obligation (whether in contract or in contract, tort, in law equity or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesotherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities arising under, in connection with of Seller or related to Buyer under this Agreement or the Transaction Documents (whether for indemnification or otherwise) of or for any claim based on, in respect arising out of, or by reason of related to this Agreement Agreement, the Transaction Documents or its negotiation or execution; and each Party hereto waives and releases all such liabilities, claims and obligations against any such the Transactions. Each Non-Party Affiliates. Non-Party Affiliates are expressly intended as third-party beneficiaries of this provision of this Agreement. (ii) Notwithstanding anything herein Affiliate to the contrary, Seller agrees that neither it, nor the Seller Group, shall have any claim against any Financing Source, any lender participating in the Financing or any of their respective former, current or future general or limited partners, stockholders, managers, members, agents, Representatives, Affiliates, successors or assigns (collectively, “Finance Related Parties”), nor shall any Finance Related Party have any liability whatsoever to the Seller Group, in connection with the Financing or in any way relating to this Agreement or any of the transactions contemplated hereby, whether at law, in equity, in contract, in tort or otherwise, in each case, whether arising, in whole or in part, out of comparative, contributory or sole negligence by any Finance Related Party. Notwithstanding anything to the contrary in this Agreement, (a) no amendment or modification to whom this Section 11(r)(ii) (or amendment or modification with respect to any related definitions as they affect this Section 11(r)(ii)) 11.10 applies shall be effective without the prior written consent of each Financing Source and (b) each Financing Source and Finance Related Party shall be an express a third party beneficiary of, and shall have the right to enforce, of this Section 11(r)(ii). Each of the Parties hereto agrees that, Section 11(l) notwithstanding, this provision shall be interpreted, and any action relating to this provision, shall be governed by the laws of the State of New York and any legal action or proceeding relating to this Section 11(r)(ii), or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York located in the County of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof. This Section 11(r)(ii) is intended to benefit and may be enforced by the Financing Sources and the Finance Related Parties11.10.

No Recourse Against Non-Parties. (i) All claims or causes of action (whether in contract or in tort, in law, in equity or under any other theory) that may be based upon, arise out of or relate to this AgreementAgreement or any other Transaction Document, or the negotiation, execution or performance of this AgreementAgreement or any other Transaction Document (including any representation or warranty made in or in connection with this Agreement or any other Transaction Document or as an inducement to enter into this Agreement or any other Transaction Document), may be made only against the entities Persons that are expressly identified as Parties heretoparties hereto or thereto, as applicable, or, to the extent of the assignment by a party to this Agreement or any other Transaction Document of the obligations, liabilities or claims relating to such claim or cause of action to a permitted assignee, the permitted assignees thereof. No Person who is not a named Party party to this AgreementAgreement or any other Transaction Document (other than, to the extent of the assignment by a party to this Agreement or any other Transaction Document of the obligations, liabilities or claims relating thereto to a permitted assignee, a permitted assignee thereof), including without limitation any past, present or future director, officer, employee, incorporator, member, partner (general or limited)manager, securityholderpartner, equityholder, Affiliate, agent, attorney or representative of any named Party party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or any other Transaction Document or for any claim based on, in respect of, or by reason of this Agreement or its any other Transaction Document or the negotiation or execution; execution of this Agreement or any other Transaction Document, and each Party party hereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third-third party beneficiaries of this provision of this AgreementSection 9.05(g). (ii) Notwithstanding anything herein to the contrary, Seller agrees that neither it, nor the Seller Group, shall have any claim against any Financing Source, any lender participating in the Financing or any of their respective former, current or future general or limited partners, stockholders, managers, members, agents, Representatives, Affiliates, successors or assigns (collectively, “Finance Related Parties”), nor shall any Finance Related Party have any liability whatsoever to the Seller Group, in connection with the Financing or in any way relating to this Agreement or any of the transactions contemplated hereby, whether at law, in equity, in contract, in tort or otherwise, in each case, whether arising, in whole or in part, out of comparative, contributory or sole negligence by any Finance Related Party. Notwithstanding anything to the contrary in this Agreement, (a) no amendment or modification to this Section 11(r)(ii) (or amendment or modification with respect to any related definitions as they affect this Section 11(r)(ii)) shall be effective without the prior written consent of each Financing Source and (b) each Financing Source and Finance Related Party shall be an express third party beneficiary of, and shall have the right to enforce, this Section 11(r)(ii). Each of the Parties hereto agrees that, Section 11(l) notwithstanding, this provision shall be interpreted, and any action relating to this provision, shall be governed by the laws of the State of New York and any legal action or proceeding relating to this Section 11(r)(ii), or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York located in the County of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof. This Section 11(r)(ii) is intended to benefit and may be enforced by the Financing Sources and the Finance Related Parties.

No Recourse Against Non-Parties. (i) All claims Except to the extent otherwise set forth in the Merger Agreement and Power of Attorney, all claims, obligations, Liabilities or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, may be made only against the entities that are expressly identified as Parties hereto. No Person who is not a named Party to this Agreement, including any director, officer, employee, member, partner (general or limited), securityholder, Affiliate, agent, attorney or representative of any named Party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon upon, in respect of, arise under, out or by reason of, be connected with or relate in any theory manner to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that seeks are expressly identified as parties in the preamble to impose liability this Agreement (the “Contracting Parties”). Except as set forth in the Power of an entity party against its owners Attorney and the Merger Agreement, no Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any obligations claims, causes of action, obligations, or liabilities Liabilities arising under, out of, in connection with with, or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation negotiation, execution, performance, or execution; and breach and, to the maximum extent permitted by Law, each Contracting Party hereto hereby waives and releases all such liabilitiesLiabilities, claims claims, causes of action, and obligations against any such Non-Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, except with respect to rights, claims, demands and causes of action arising under or in respect of the Merger Agreement and the Power of Attorney, each Contracting Party Affiliates. Non-hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party Affiliates are expressly intended as third-party beneficiaries or otherwise impose Liability of this provision a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement. , whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise. Notwithstanding anything in this Agreement to the contrary (x) for the avoidance of doubt, nothing in this Agreement (including the provisions of Section 4.7 or this Section 8.12) shall limit in any way (i) the terms and conditions of the Power of Attorney or the Merger Agreement or any rights that Purchaser or any of its Affiliates has thereunder or (ii) Notwithstanding anything herein any parties’ right to obtain Damages, to the contraryextent proven, against Apco for Intentional Breach of the Merger Agreement and (y) following the Merger, Purchaser shall be entitled to obtain Damages, to the extent proven, from Seller agrees that neither it, nor for any Intentional Breach by Apco of which Seller had Knowledge of (i) the Seller Group, shall have any claim against any Financing Source, any lender participating specific representations and warranties made as of the date hereof and set forth in Article IV the Merger Agreement or the representations and warranties made as of the Merger Closing Date to the standard set forth in the Financing or any certificate delivered pursuant to Section 7.2(d) of their respective former, current or future general or limited partners, stockholders, managers, members, agents, Representatives, Affiliates, successors or assigns the Merger Agreement and (collectively, “Finance Related Parties”), nor shall any Finance Related Party have any liability whatsoever to the Seller Group, in connection with the Financing or in any way relating to this Agreement or ii) any of the transactions contemplated hereby, whether at law, covenants set forth in equity, in contract, in tort or otherwise, in each case, whether arising, in whole or in part, out Article VI of comparative, contributory or sole negligence by any Finance Related Party. Notwithstanding anything the Merger Agreement to the contrary in this Agreement, (a) no amendment or modification to this Section 11(r)(ii) (or amendment or modification with respect to any related definitions as they affect this Section 11(r)(ii)) shall be effective without the prior written consent of each Financing Source and (b) each Financing Source and Finance Related Party shall be an express third party beneficiary of, and shall have the right to enforce, this Section 11(r)(ii). Each of the Parties hereto agrees that, Section 11(l) notwithstanding, this provision shall be interpreted, and any action relating to this provision, shall be governed by the laws of the State of New York and any legal action or proceeding relating to this Section 11(r)(ii), or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York located standard set forth in the County of New Yorkcertificate delivered pursuant to Section 7.2(d); provided, that any such claim by Purchaser must be commenced within twelve (12) months following the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof. This Section 11(r)(ii) is intended to benefit and may be enforced by the Financing Sources and the Finance Related PartiesClosing.

No Recourse Against Non-Parties. (i) All Except to the extent otherwise set forth in the Guarantee, dated as of the date of this Agreement, between Seller, Aquiline Financial Services Fund II, L.P. and Genstar Capital Partners VI, L.P. or the Interim Investors Agreement, all claims or causes of action (whether based in contract, tort, law, equity, fraud, strict liability or otherwise) that may be based upon, arise out of or relate to this Agreement, any Debt Financing Commitment or the negotiation, execution or performance of this Agreement, transactions contemplated hereby may be made only against the entities Persons that are expressly identified as Parties heretoparties to this Agreement. Seller covenants and agrees that it shall not institute, and shall cause its Affiliates not to institute, any legal proceeding against any Debt Financing Source (whether based in contract, tort, law, equity, fraud, strict liability or otherwise) for any obligations or liabilities arising under, in connection with or related to this Agreement, any Debt Financing Commitment or the transactions contemplated hereby or for any claim based on, in respect of, or by reason of this Agreement, any Debt Financing Commitment or the transactions contemplated hereby. No Person person who is not a named Party party to this Agreement, including any past, present or future director, officer, employee, incorporator, member, partner (general or limited)manager, securityholderpartner, equityholder, Affiliate, Debt Financing Sources, agent, attorney or representative of any named Party party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement Agreement, any Debt Financing Commitment or the transactions contemplated hereby or for any claim based on, in respect of, or by reason of this Agreement Agreement, any Debt Financing Commitment or its negotiation or execution; the transactions contemplated hereby, and each Party party hereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates; provided, however, that nothing in this Section 12.12 shall prohibit Parent, Borrowers or Buyer from taking any action against any party to the Debt Financing Commitment or in connection with the transactions contemplated thereby. Non-Party Affiliates are expressly intended as third-party beneficiaries of this provision of this Agreement. (ii) Notwithstanding anything herein to . For the contraryavoidance of doubt, Seller agrees that neither it, nor the Seller Group, no Debt Financing Source shall have any claim against any Financing Sourceliability or obligation (whether based in contract, tort, law, xxxxxx, xxxxx, xxxxxx liability or otherwise) to Seller, any lender participating in the Financing of its Affiliates or any of their respective formersuccessors, current heirs or future general representatives arising out of or limited partners, stockholders, managers, members, agents, Representatives, Affiliates, successors or assigns (collectively, “Finance Related Parties”), nor shall any Finance Related Party have any liability whatsoever to the Seller Group, in connection with the Financing or in any way relating to this Agreement Agreement, any Debt Financing Commitment or any of the transactions contemplated hereby, whether at law, in equity, in contract, in tort hereby or otherwise, in each case, whether arising, in whole or in part, out thereby. [Remainder of comparative, contributory or sole negligence by any Finance Related Party. Notwithstanding anything to the contrary in this Agreement, (a) no amendment or modification to this Section 11(r)(ii) (or amendment or modification with respect to any related definitions as they affect this Section 11(r)(ii)) shall be effective without the prior written consent of each Financing Source and (b) each Financing Source and Finance Related Party shall be an express third party beneficiary of, and shall have the right to enforce, this Section 11(r)(ii). Each of the Parties hereto agrees that, Section 11(l) notwithstanding, this provision shall be interpreted, and any action relating to this provision, shall be governed by the laws of the State of New York and any legal action or proceeding relating to this Section 11(r)(ii), or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York located in the County of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof. This Section 11(r)(ii) is intended to benefit and may be enforced by the Financing Sources and the Finance Related Partiespage intentionally left blank; signature page follows.]

No Recourse Against Non-Parties. (i) All claims This Agreement may only be enforced against, and any Action based upon or causes of action that may be based upon, arise arising out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may only be made only brought against the entities that are expressly identified named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Neither the Buyer Related Parties hereto. No Person who is not a named Party to this Agreement, including any director, officer, employee, member, partner (general or limited), securityholder, Affiliate, agent, attorney or representative of any named Party to this Agreement (“Non-Party Affiliates”), nor the Seller Related Parties shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to of any party hereto under this Agreement or for any claim or Action based on, in respect of, of or by reason of this Agreement or its negotiation or execution; the transactions contemplated hereby. The Seller Party Persons waive and each Party hereto waives and releases release all such liabilities, claims and obligations against any such Non-Buyer Related Party Affiliatesand the Buyer and its Affiliates and each of their respective officers, directors, employees, partners, members, managers, agents, attorneys, representatives, successors or permitted assigns waive and release all such liabilities, claims and obligations against any such Seller Related Party. Non-Party Affiliates The parties hereto hereby acknowledge and agree that the agreements contained in this Section 11.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not have entered into this Agreement. The Buyer Related Parties and Seller Related Parties are expressly intended as third-party beneficiaries of this provision of this Agreement. (ii) . Notwithstanding anything herein to the contraryforegoing, Seller agrees that neither it, nor the Seller Group, nothing in this Section 11.4 shall have any claim against any Financing Source, any lender participating in the Financing or any of their respective former, current or future general or limited partners, stockholders, managers, members, agents, Representatives, Affiliates, successors or assigns (collectively, “Finance Related Parties”), nor shall any Finance Related Party have any liability whatsoever to the Seller Group, in connection with the Financing or in any way relating to this Agreement limit or any of the transactions contemplated hereby, whether at law, in equity, in contract, in tort or otherwise, in each case, whether arising, in whole or in part, out of comparative, contributory or sole negligence by any Finance Related Party. Notwithstanding anything to the contrary in this Agreement, (a) no amendment or modification to this Section 11(r)(ii) (or amendment or modification with respect to any related definitions as they affect this Section 11(r)(ii)) shall be effective without the prior written consent of each Financing Source and (b) each Financing Source and Finance Related Party shall be an express third party beneficiary of, and shall have modify the right to enforce, this Section 11(r)(ii). Each of the Parties hereto agrees that, Section 11(l) notwithstanding, this provision shall be interpreted, and any action relating to this provision, shall be governed by the laws of the State of New York and any legal action or proceeding relating to this Section 11(r)(ii), or for recognition and enforcement obligations of any judgment in respect thereof, Debt Financing Source’s obligations to Buyer under the non-exclusive general jurisdiction of the courts of the State of New York located in the County of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof. This Section 11(r)(ii) is intended to benefit and may be enforced by the Financing Sources and the Finance Related PartiesDebt Commitment Letter.