Common use of Debt Financing Clause in Contracts

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

Debt Financing. Notwithstanding anything in this Agreement to the contrary, each of Seller and, prior to the Closing, the Company, on behalf of itself, its Subsidiaries, its controlled Affiliates and its Representatives, hereby: (a) agrees that any Action of any kind Parent will use reasonable best efforts to take, or descriptioncause to be taken, whether in contract all appropriate action, and to do, or in tort cause to be done, all things necessary, proper or otherwise, involving any Financing Party, arising out of or relating advisable to this Agreement, cause the Debt Financing or any of to be consummated (including by taking enforcement action to cause the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject Lenders to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court; (b) agrees that any such Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise expressly provided in any applicable definitive document agreement relating to provide the Debt Financing; (c) agrees not to bring or support, or permit any of its controlled Affiliates to bring or support, any Action, whether in contract or in tort or otherwise, arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against any Financing Party and to cause any such Action asserted to be dismissed or otherwise terminated; (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any such Action brought against any Financing Party in any way arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that no Financing Party shall have any liability to Seller, any of its Affiliates or any of their respective Representatives arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (g) agrees that no Financing Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (h) agrees that the Financing Parties are express third party beneficiaries of, and may enforce any of the provisions of this Section 10.24; and (i) agrees that this Section 10.24 and the definition of “Financing Sources” and “Financing Parties” (and any provision of this Agreement to the extent an amendment, modification, or waiver of such provision would modify the substance of the foregoing provisions) may not be amended, modified or waived in any manner that is materially adverse to the Financing Parties without ). Without the prior written consent of the Financing Sources; provided that notwithstanding Company (not to be unreasonably withheld, conditioned or delayed), Parent shall not, and shall cause TIFSA and the foregoingBorrower not to, this Section 10.24 shall apply solely consent or agree to any material amendment or modification to, or any waiver of any material provision under, or any replacement of, the Debt Commitment Letters or the definitive agreements relating to the extent the Group Companies have been provided notice of the existence of Debt Financing, or enter into any applicable Debt Financing (and received copies of the agreements related thereto) as required pursuant to Section 8.11.1. Notwithstanding the foregoing, nothing in this Section 10.24 shall affect the rights of Buyer against the Financing Parties material agreement or arrangement with respect to the Debt Financing or (including in respect of any of the alternative financing) other than definitive agreements entered into in connection with relating to the Debt Financing as contemplated by (and substantially upon the express terms set forth in) the Debt Commitment Letters, as in effect on the date hereof; provided that, in any event, Parent shall be permitted to, and shall be permitted to cause TIFSA or the Borrower to, consent or agree to any amendment or modification, or any waiver of any provision, under any Debt Commitment Letter if such amendment, modification or waiver solely adds (i) lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the transactions contemplated thereby date hereof as parties thereto, or (ii) the performance Borrower (and correspondingly removes TIFSA) as a party thereto, and/or in each case to make conforming modifications to any Debt Commitment Letter in respect of such changes. Any such amendment, modification or waiver in violation or breach of, or in conflict with, the terms and conditions set forth in Section 6.16(c) shall be deemed to be material for purposes of this Section 6.16(a) and the Company’s withholding, conditioning or delaying of consent with respect thereto shall be deemed to be reasonable. At the Company’s reasonable request from time to time, Parent shall inform the Company in reasonable detail of the status of its efforts to arrange the Debt Financing; provided that in no event will Parent be under any obligation to disclose any information that is subject to attorney-client, attorney work product or other legal privilege (provided, however, that Parent shall use its reasonable best efforts, including entering into a common defense or common interest, or other similar agreement, to allow for such disclosure to the maximum extent that does not result in a loss of any services thereundersuch attorney-client, attorney work product or other legal privilege).

Debt Financing. Notwithstanding anything in this Agreement to the contrary, each of Seller and, prior to the Closing, the Company, on behalf of itself, its Subsidiaries, its controlled Affiliates and its Representatives, hereby: (a) agrees that any Action of any kind or description, whether in contract or in tort or otherwise, involving any Financing Party, arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court; (b) agrees that any such Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise expressly provided in any applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support, or permit any of its controlled Affiliates to bring or support, any Action, whether in contract or in tort or otherwise, arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against any Financing Party and to cause any such Action asserted to be dismissed or otherwise terminated; (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any such Action brought against any Financing Party in any way arising out of or relating to this Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83 Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that no Financing Party shall have any liability to Seller, any of its Affiliates or any of their respective Representatives arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (g) agrees that no Financing Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (h) agrees that the Financing Parties are express third party beneficiaries of, and may enforce any of the provisions of this Section 10.24; and (i) agrees that this Section 10.24 and the definition of “Financing Sources” and “Financing Parties” (and any provision of this Agreement to the extent an amendment, modification, or waiver of such provision would modify the substance of the foregoing provisions) may not be amended, modified or waived in any manner that is materially adverse to the Financing Parties without the prior written consent of the Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely to the extent the Group Companies have been provided notice of the existence of any applicable Debt Financing (and received copies of the agreements related thereto) as required pursuant to Section 8.11.1. Notwithstanding the foregoing, nothing in this Section 10.24 shall affect the rights of Buyer against the Financing Parties with respect to the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated thereby or the performance of any services thereunder.

Debt Financing. Notwithstanding anything in this Agreement to From and after the contrary, each of Seller and, date hereof and prior to the ClosingEffective Time, or, if earlier, the Companytermination of this Agreement in accordance with Article VIII, on behalf the Company shall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives, including legal and accounting, to provide all cooperation reasonably requested by Parent in connection with arranging, obtaining and syndicating any debt financing (the “Debt Financing”) by Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of itself, the Company and its Subsidiaries, its controlled Affiliates and its Representatives, hereby: (a) agrees that any Action taken as a whole). None of any kind or description, whether in contract or in tort or otherwise, involving any Financing Party, arising out of or relating to this Agreement, the Debt Financing Company or any of the agreements entered into its Subsidiaries shall be required to pay any commitment or other similar fee in connection with the Debt Financing that is not advanced to the Company by Parent. Parent shall on the earlier of the Effective Date and the termination of this Agreement, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or its Subsidiaries in connection with such cooperation and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities and Damages suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than information provided by or on behalf of the Company or the Subsidiaries), in each case, other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or material breach of this Section 6.8 by, the Company or any of its Subsidiaries or their respective Representatives (the transactions contemplated reimbursement and indemnification obligations of Parent set forth in this sentence are referred to, collectively, as the “Reimbursement Obligations”). The Company hereby or thereby or the performance of any services thereunder shall be subject consents to the exclusive jurisdiction use of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself its and its property Subsidiaries’ trademarks and logos in connection with respect to any such Action to the exclusive jurisdiction of such court; (b) agrees that any such Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise expressly provided in any applicable definitive document agreement relating to the Debt Financing; (c) agrees , provided that such trademarks and logos are used solely in a manner that is not intended to bring or support, reasonably likely to harm or permit disparage the Company or any of its controlled Affiliates to bring Subsidiaries or support, any Action, whether in contract the reputation or in tort or otherwise, arising out goodwill of or relating to this Agreement, the Debt Financing Company or any of its Subsidiaries and its or their trademarks or logos. All non-public or otherwise confidential information regarding the agreements entered into Company obtained by Parent or its Representatives pursuant to this Section 6.8 shall be kept confidential in accordance with the Confidentiality Agreement; provided, however, that (x) such information may be shared on a confidential basis with any actual or prospective Debt Financing Sources, their representatives and Affiliates in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against any Financing Party and to cause any such Action asserted to be dismissed or otherwise terminated; (dy) knowinglyParent, intentionally its Representatives and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any such Action brought against any Financing Party in any way arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into Sources, their representatives and Affiliates shall be permitted to disclose information as necessary and consistent with customary practices in connection with the Debt Financing or any of so long as Parent and its Representatives reasonably cooperate with the transactions contemplated hereby or thereby or Company in order to permit the performance of any services thereunder; (e) knowingly, intentionally and voluntarily waives Company to comply with its obligations under applicable Law relating to the fullest extent permitted by applicable Law any rights or claims against any Financing Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that no Financing Party shall have any liability to Seller, any of its Affiliates or any of their respective Representatives arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (g) agrees that no Financing Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (h) agrees that the Financing Parties are express third party beneficiaries of, and may enforce any of the provisions of this Section 10.24; and (i) agrees that this Section 10.24 and the definition of “Financing Sources” and “Financing Parties” (and any provision of this Agreement to the extent an amendment, modification, or waiver disclosure of such provision would modify the substance of the foregoing provisions) may not be amended, modified or waived in any manner that is materially adverse to the Financing Parties without the prior written consent of the Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely to the extent the Group Companies have been provided notice of the existence of any applicable Debt Financing (and received copies of the agreements related thereto) as required pursuant to Section 8.11.1. Notwithstanding the foregoing, nothing in this Section 10.24 shall affect the rights of Buyer against the Financing Parties with respect to the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated thereby or the performance of any services thereunderconfidential information.

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

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

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

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

Debt Financing. Notwithstanding anything in this Agreement to the contrary, each of Seller and, prior to the Closing, the Company, party hereto on behalf of itself, its Subsidiaries, Subsidiaries and each of its controlled Affiliates and its Representatives, hereby: (a) agrees that any Action action, suit or proceeding of any kind or description, whether in contract or in tort or otherwise, involving any the Debt Financing PartySources, arising out of or relating to this Agreement, the Debt Commitment Letter or the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action action, suit or proceeding to the exclusive jurisdiction of such court; (b) agrees that any such Action action, suit or proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise expressly provided in any applicable Debt Commitment Letter or other applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support, support or permit any of its controlled Subsidiaries, Affiliates or Representatives to bring or supportsupport any action, suit or proceeding of any Actionkind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with Financing, the Debt Financing Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against in any Financing Party and to cause forum other than any such Action asserted to be dismissed federal or otherwise terminatedstate court in the Borough of Manhattan, New York, New York; (d) knowinglyirrevocably waives, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such Action brought against any Financing Party in any way arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereundercourt; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Applicable Law trial by jury in any rights action, suit or claims proceeding brought against any the Debt Financing Party Sources in any way arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements entered into in connection with Financing, the Debt Financing Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that no (i) none of the Debt Financing Party shall Sources will have any liability to SellerSellers, any of its Affiliates the Transferred Companies or any of their respective Subsidiaries, Affiliates or Representatives relating to, arising out of or relating to in connection with this Agreement, the Debt Financing or any of the agreements entered into in connection with Financing, the Debt Financing Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (ii) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any claim, cause of action, suit, litigation or other proceeding (including any civil, criminal, administrative, investigative or appellate proceeding) against any Debt Financing Source arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any 111 services thereunder or based on, in respect of or by reason of this Agreement, the Debt Commitment Letter or their respective negotiation, execution, performance or breach; (g) agrees that (and each other party hereto agrees that) the Debt Financing Sources are express third-party beneficiaries of, and may enforce any of the provisions of Section 10.10 and this Section 10.15; and (h) agrees that the provisions of Section 10.10 and this Section 10.15 and the definitions of “Lender” and “Debt Financing Sources” (and any other provisions of this Agreement to the extent a modification thereof would affect the substance of any of the foregoing) shall not be amended in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter or definitive documentation related to the Debt Financing. Without limiting the generality of the foregoing, (i) no Debt Financing Party Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreementto Sellers, the Transferred Companies or any of their respective Subsidiaries, Affiliates or Representatives or (ii) neither Sellers, the Transferred Companies or any of their respective Subsidiaries, Affiliates or Representatives shall be entitled to specifically enforce any rights of Buyer or any Affiliate thereof to cause the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (h) agrees that the Financing Parties are express third party beneficiaries of, and may enforce any of the provisions of this Section 10.24; and (i) agrees that this Section 10.24 and the definition of “Financing Sources” and “Financing Parties” (and any provision of this Agreement to the extent an amendment, modification, or waiver of such provision would modify the substance of the foregoing provisions) may not be amended, modified or waived in any manner that is materially adverse to the Financing Parties without the prior written consent of the Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely to the extent the Group Companies have been provided notice of the existence of any applicable Debt Financing (and received copies of the agreements related thereto) as required pursuant to Section 8.11.1funded. Notwithstanding the foregoing, nothing in this Section 10.24 10.15 shall affect in any way limit or modify the rights and obligations of Buyer against under this Agreement or any Lender’s obligations to Buyer under the Financing Parties Debt Commitment Letter or Buyer (and following the Closing Date, the Transferred Companies) under the definitive agreements governing the Debt Financing. This Section 10.15 shall, with respect to the Debt Financing or matters referenced herein, supersede any provision of this Agreement to the agreements entered into in connection with the Debt Financing or any of the transactions contemplated thereby or the performance of any services thereundercontrary.

Debt Financing. Notwithstanding anything in this Agreement to the contrary, each of Seller and, prior to the Closing, the Company, Company on behalf of itself, its Subsidiaries, Subsidiaries and each of its controlled Affiliates and its Representatives, hereby: (a) agrees that any Action action, suit or proceeding of any kind or description, whether in contract or in tort or otherwise, involving any the Debt Financing PartyParties, arising out of or relating to this Agreement, the Debt Commitment Letter or the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action action, suit or proceeding to the exclusive jurisdiction of such court; (b) agrees that any such Action action, suit or proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise expressly provided in any applicable Debt Commitment Letters or other applicable definitive document agreement relating to the Debt Financing; (c) agrees not to bring or support, support or permit any of its controlled Affiliates Subsidiaries to bring or supportsupport any action, suit or proceeding of any Actionkind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Party in any way arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with Financing, the Debt Financing Commitment Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against in any Financing Party and to cause forum other than any such Action asserted to be dismissed federal or otherwise terminated; state court in the Borough of Manhattan, New York, New York, (d) knowinglyirrevocably waives, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such Action brought against any Financing Party in any way arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereundercourt; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law trial by jury in any rights action, suit or claims proceeding brought against any the Debt Financing Party Parties in any way arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements entered into in connection with Financing, the Debt Financing Commitment Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that no none of the Debt Financing Party shall Parties will have any liability to Seller, the Company or any of its Affiliates Subsidiaries or any of their respective Representatives Affiliates or representatives relating to or arising out of or relating to this Agreement, the Debt Financing or any of the agreements entered into in connection with Financing, the Debt Financing Commitment Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; , whether in law or in equity, whether in contract or in tort or otherwise, (g) agrees that no Financing Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, (and each other party hereto agrees that) the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (h) agrees that the Financing Parties are express third party beneficiaries of, and may enforce any of the provisions of this Section 10.24; 8.14, and (ih) agrees that the provisions of this Section 10.24 8.14 and the definition definitions of “Financing SourcesLenders” and “Debt Financing Parties” (and any provision other provisions of this Agreement to the extent an amendment, modification, or waiver of such provision a modification thereof would modify affect the substance of any of the foregoing provisionsforegoing) may shall not be amended, modified or waived amended in any manner that is way materially adverse to the Debt Financing Parties without the prior written consent of the Financing Sources; provided that notwithstanding the foregoing, this Section 10.24 shall apply solely to the extent the Group Companies have been provided notice of the existence of any applicable Debt Financing (and received copies of the agreements related thereto) as required pursuant to Section 8.11.1Lenders. Notwithstanding the foregoing, nothing in this Section 10.24 8.14 shall affect in any way limit or modify the rights and obligations of Buyer against the Financing Parties Parent or Merger Sub under this Agreement or any Lender’s obligations to 128 Parent or Merger Sub under the Debt Commitment Letters or Parent or Merger Sub, (and following the Closing Date, the Company or any of its Subsidiaries) under the definitive agreements governing the Debt Financing. This Section 8.14 shall, with respect to the Debt Financing or matters referenced herein, supersede any provision of this Agreement to the agreements entered into in connection with the Debt Financing or any of the transactions contemplated thereby or the performance of any services thereunder.contrary. [signature page follows] 129

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

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