Common use of Debt Financing Sources Clause in Contracts

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereby: (a) agrees that any legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing Parties, arising out of or relating to this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) 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 New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, and construed in accordance with, the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against the Debt Financing ​ ​ Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that the Debt Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions in Section 11.04(d) and this ‎Section 11.14 (or the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each the Company on behalf of the parties itself and its subsidiaries hereby: (ai) agrees that any legal action (Action, whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing Sources Related Parties, arising out of or relating to to, this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions Transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County so long as such forum is and remains available, and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action Action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed bycourt, and construed in accordance with, such Action (except to the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates extent relating to (i) the interpretation of the definition of Company Material Adverse Effect any provisions in this Agreement (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of including any “Company Representation” (as such term or similar term is defined provision in any documentation related to the Debt Commitment Letter) and whether as a result Financing that expressly specifies that the interpretation of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which such provisions shall in each case 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 choice or conflict conflicts of law provision or rule principles that would cause result in the application of the laws of any other another jurisdiction), (bii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim Action of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions Transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (ciii) agrees that service of process upon the Company or its subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 9.4, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action Action in any such Subject Courtcourt, (dv) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action Action brought against the Debt Financing Parties Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions Transactions contemplated hereby or thereby or the performance of any services thereunder and that none (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), Parent against any of the Debt Financing Sources Related Parties relating with respect to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason), and (gvi) agrees (i) that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 11.04(d) 9.17 and this ‎Section 11.14 (or such provisions and the definitions definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any terms used in Section 11.04(d) way material and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended Sources Related Parties without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself, its Subsidiaries and each of the parties its controlled Affiliates hereby: (ai) agrees that any legal action (Action, whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing PartiesSources, solely in their respective capacities as lenders or arrangers in connection with any Financing that is debt financing (the "Debt Financing"), arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (or any of the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County so long as such forum is and remains available, and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto Party irrevocably submits itself and its property with respect to any such legal action Action to the exclusive jurisdiction of such court and court, (ii) agrees that any such dispute Action shall be governed by, and construed in accordance with, by the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict conflicts of law provision or rule principles that would cause result in the application of the laws of any other jurisdictionanother state), except as otherwise provided in any applicable definitive document relating to the Debt Financing, (biii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim Action of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing ​ ​ Parties Financing, in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (civ) agrees that service of process upon the Company, its Subsidiaries or its controlled Affiliates in any such Action or proceeding shall be effective if notice is given in accordance with clause 27, (v) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action Action in any such Subject Courtcourt, (dvi) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action Action brought against the Debt Financing Parties Sources, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (evii) agrees that none of the Debt Financing Parties Sources, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, will have any liability to the Company or any of its Subsidiaries or any of their respective controlled Affiliates or Representatives (in each case, other than the 106 / 107 Buyer, its Subsidiaries and any of their Affiliates) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waiveswhether in law or in equity, and agrees not to assert, by way of motion whether in contract or as a defense, counterclaim in tort or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, otherwise and (gviii) agrees (i) that the Debt Financing Parties Sources are express third party beneficiaries of, and may enforce, any of the provisions of this clause 31 and that such provisions and the definition of "Debt Financing Sources" shall not be amended in Section 11.04(d) and this ‎Section 11.14 (or the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially way adverse to the Debt Financing Sources, such provisions shall not be amended Sources without the prior written consent of the Primary Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrarycontrary (but in all cases subject to and without in any way limiting the rights, remedies and claims of Parent and its Affiliates under or pursuant any agreement entered into with respect to the Debt Financing), each of the parties to this Agreement on behalf of itself and each of its controlled affiliates hereby: (a) agrees that any legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Committed Financing PartiesSources, arising out of or relating to this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) 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 New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, and construed in accordance with, the laws Laws of the State of New York except as otherwise set forth in (provided, however, that notwithstanding the Debt Commitment Letter forgoing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, it is understood and agreed that (including as it relates to (iA) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (iiB) the determination of the accuracy of any “Company Representationspecified acquisition agreement representation” (as such term or similar term is may be defined in the Debt Commitment Lettera commitment letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has have the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(cSection 8.1(b)(iii) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) Section 8.1 and (iiiC) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws Laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against the Debt Committed Financing ​ ​ Parties Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law legal requirements trial by jury in any legal action brought against the Debt Committed Financing Parties Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Committed Financing Parties Sources will have any liability to any of the Company or Company, its Subsidiaries or their respective affiliates relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or Company, its Subsidiaries or their respective affiliates shall bring or support any legal action (action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against any of the Debt Committed Financing Parties Sources relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, 106 in any legal action involving any Debt Committed Financing Parties Source or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (ix) that the Debt Committed Financing Parties Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 11.04(d) 9.14 (and this ‎Section 11.14 (or the definitions of any terms used in this Section 11.04(d) and this ‎Section 11.149.14) and (iiy) to the extent any amendments to any provision of this Section 11.04(d) and this ‎Section 11.14 9.14 (or, solely as they relate to such Section, the definitions of any terms used in this Section 11.04(d) and this ‎Section 11.149.14) are materially adverse to the Debt Committed Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Committed Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 11.04(d) and this ‎Section 11.14 9.14 shall in any way affect any party’s or any of their respective Affiliatesaffiliates’ rights and remedies under any binding agreement to which between a Debt Committed Financing Source is a and such party, including the Debt Commitment Letter.. [Signature Page Follows] 107

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each party hereto, on behalf of the parties hereby: itself, its subsidiaries and controlled affiliates, acknowledges and irrevocably agrees (ai) agrees that any legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise against any source of debt financing in connection with a Financing Transaction (such person, together with its affiliates and Representatives, a “Debt Financing Source”) arising out of or relating to this Agreement, a debt Financing Transaction or any commitment letter related thereto or the performance thereof or the transactions contemplated hereby or thereby shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City and State of New York (whether in a state or a federal Court), and any appellate court from thereof, (ii) that any such legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise), involving the against any Debt Financing Parties, arising out of or relating to this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) 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 New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute Source shall be governed by, and construed in accordance with, the laws of the State of New York except as otherwise set forth York, (iii) not to bring or permit any of their affiliates to bring or support anyone else in bringing any such legal action in any other court, (iv) that the provisions of Section 9.9 shall apply to any such legal action and (v) that the Debt Commitment Letter (including as it relates to (i) the interpretation Financing Sources are express third party beneficiaries of the definition this Section 9.14. Amedisys, on behalf of Company Material Adverse Effect (itself and whether or not a Company Material Adverse Effect has occurred)any of its subsidiaries, (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in Representatives and affiliates thereof, covenants and agrees that the Debt Commitment LetterFinancing Sources shall not have any liability or obligations (whether based in contract, tort, fraud, strict liability or otherwise) and whether as a result of any inaccuracy thereof Parent to Amedisys or any of its Affiliates has the right to terminate its subsidiaries, Representatives or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereofaffiliates thereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against the Debt Financing ​ ​ Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Agreement or any of the transactions contemplated debt financing. It is also hereby agreed that in no event will Amedisys or thereby its subsidiaries, Representatives or the affiliates thereof be entitled to specific performance of any services thereunder in commitment letter or similar agreement entered into by OPCH or Merger Sub for any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought debt financing against the Debt Financing Parties Sources providing such debt financing. Notwithstanding anything else to the contrary herein, the provisions of this Section 9.14 may not be amended, modified or supplemented in any way arising out of or relating manner adverse to this Agreement, the Debt Financing, the Debt Commitment Letter, the a Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that the Debt Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions in Section 11.04(d) and this ‎Section 11.14 (or the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended Source without the prior written consent of each related Debt Financing Source. For the avoidance of doubt, nothing in this Section 9.14 shall limit the rights of OPCH or Merger Sub (or, after the Closing, the Surviving Corporation or any of its subsidiaries) against the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies Sources under any binding agreement debt commitment letter or the agreements, if any, pertaining to which a Debt Financing Source is a party, including the Debt Commitment Letterany such debt financing.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, but subject to the proviso to this Section 10.12, each of Liberty, on behalf of itself and its Affiliates (without giving effect to the parties first proviso of the definition thereof) and Subsidiaries and each of their respective stockholders, partners and other equity holders, successors, heirs or representatives (in each case, to the extent any such Person is not party hereto, only to the extent such Person is controlled by any party hereto or can otherwise be bound hereby) (“Liberty Related Parties”), but not for the avoidance of doubt SiriusXM or any of its Subsidiaries, hereby: (ai) agrees that any legal action (Action, whether in law or in equity, whether in contract or in tort or otherwise), involving the any Debt Financing Parties, Source Related Party and arising out of or relating to to, this Agreement, the Debt Financing, Financing or the Alternative Financing or any commitment letter with respect to of the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (or the “Debt Alternative Financing Documents”) or any of the transactions contemplated hereby or thereby by this Agreement and the Transaction Agreements or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action Action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed bycourt, and construed in accordance with, such Action (except to the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates extent relating to (i) the interpretation of any provisions in this Agreement (including any provision in any documentation related to the definition Financing or the Alternative Financing that expressly specifies that the interpretation of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which provisions shall in each case be governed by and construed in accordance with the law laws of the State of Delaware, ) which shall be governed by and construed in accordance with the laws of the State of Delaware) shall be governed by the laws of the State of New York (without giving effect to any choice or conflict conflicts of law provision or rule principles that would cause result in the application of the laws of any other another jurisdiction), (bii) agrees not to bring or support bring, or permit any of its controlled Affiliates their respective successors, heirs or representatives, any of other Liberty Related Party to bring bring, or support any legal action (including any action, cause of action, claim, cross-claim or third party claim Action of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Source Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, Financing or the Debt Commitment Letter, the Debt Alternative Financing Documents or any of the transactions contemplated hereby by this Agreement and the Transaction Agreements or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (ciii) agrees that service of process upon Liberty’s or its Subsidiaries or any other Liberty Related Party in any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, involving any Debt Financing Source Related Party in any way arising out of or relating to, this Agreement, the Financing or the Alternative Financing or any of the transactions contemplated by this Agreement and the Transaction Agreements or thereby, or the performance of any services thereunder shall be effective if notice is given in accordance with Section 10.8, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, involving any Debt Financing Source Related Party in any way arising out of or relating to, this Agreement, the Financing or the Alternative Financing or any of the transactions contemplated by this Agreement and the Transaction Agreements or thereby, or the performance of any services thereunder in any such Subject Courtcourt, (dv) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law all rights of trial by jury in any legal action Action brought against the any Debt Financing Parties Source Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, Financing or the Debt Commitment Letter, the Debt Alternative Financing Documents or any of the transactions contemplated hereby by this Agreement and the Transaction Agreements or thereby or the performance of any services thereunder, (evi) agrees that none no Debt Financing Source Related Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature related to any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, involing any Debt Financing Source Related Party in any way arising out of or relating to, this Agreement, the Financing or the Alternative Financing or any of the transactions contemplated by this Agreement and the Transaction Agreements or thereby, or the performance of any services thereunder, (vii) agrees that no Debt Financing Parties Source Related Party will have any liability (including any special, consequential, punitive or indirect damages) to the Company Liberty or its Subsidiaries Affiliates or any other Liberty Related Party in connection with this Agreement, the Financing or the Alternative Financing or any of the agreements entered into in connection with the Financing or the Alternative Financing or any of the transactions contemplated by this Agreement and the Transaction Agreements or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (in each case, other SiriusXM and its Subsidiaries), and hereby waives any rights or claims against any Debt Financing Source Related Party, in each case, relating to or arising out of this Agreement, the Debt Financing or the Alternative Financing, the Debt Commitment Letter, any of the Debt agreements entered into in connection with the Financing Documents or the Alternative Financing or any of the transactions contemplated hereby or thereby or by this Agreement and the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby Transaction Agreements or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (f) waivesprovided, and agrees not to assertthat, by way notwithstanding the foregoing, nothing herein shall affect the rights and/or claims of motion or as a defense, counterclaim or otherwise, in any legal action involving any SiriusXM against the Debt Financing Source Related Parties with respect to the Financing or the Alternative Financing, the Debt Commitment Letter, any definitive agreement with respect to the Financing or the Alternative Financing entered into on the Closing Date or any of the transactions contemplated herebyby this Agreement and the Transaction Agreements or the performance of any services thereunder), any claim (viii) agrees that it is not personally subject SiriusXM may assign its rights and obligations hereunder (while remaining liable for its obligations hereunder) to the jurisdiction Debt Financing Sources pursuant to the terms of the Subject Courts Financing or the Alternative Financing for purposes of creating a security interest herein or otherwise assigning as described herein for any reason, collateral in respect of the Financing or the Alternative Financing and (gix) agrees (i) that the Debt Financing Source Related Parties are express third party beneficiaries of, and may enforce, the foregoing agreements in this Section 10.12 and such provisions (and any other provision of the provisions in Section 11.04(d) and this ‎Section 11.14 (or the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) Agreement to the extent any amendments to any an amendment, supplement, waiver or other modification of such provision would modify the substance of this Section 11.04(d10.12) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended in any way materially adverse to any Debt Financing Source Related Parties without the prior written consent of the any Debt Financing Sources. Notwithstanding anything contained herein to the contrary, Source; provided that nothing in this Section 11.04(d) and this ‎Section 11.14 10.12 shall in any way affect limit or modify any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including Source’s obligations to SiriusXM under the Debt Commitment LetterLetter or any other agreement relating to the Financing or the Alternative Financing.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties Parties on behalf of itself and each of its Affiliates hereby: (ai) agrees that any legal action (Proceeding, whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing PartiesSources, arising out of or relating to to, this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing agreements (including the “Debt Commitment Letter”), the definitive agreements ) entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County so long as such forum is and remains available, and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto Party irrevocably submits itself and its property with respect to any such legal action Proceeding to the exclusive jurisdiction of such court and court; (ii) agrees that any such dispute Proceeding shall be governed by, and construed in accordance with, by the laws Laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict conflicts of law provision or rule principles that would cause result in the application of laws the Laws of any other jurisdictionanother state), ; (biii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim Proceeding of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Source in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the any Definitive Debt Financing Documents Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York; (civ) agrees that service of process upon such Party in any such Proceeding shall be effective if notice is given in accordance with Section 10.10; (v) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action Proceeding in any such Subject Court, court; (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or descriptionvi), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that the Debt Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions in Section 11.04(d) and this ‎Section 11.14 (or the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each the Company on behalf of the parties itself and its Subsidiaries hereby: (ai) agrees that any legal action (Proceeding, whether in law Law or in equity, whether in contract or in tort or otherwise), involving the any Debt Financing PartiesSources Related Party, arising out of or relating to to, this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) Financing, or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County so long as such forum is and remains available, and any appellate court thereof (each such court, and the “Subject Courts”) Company on behalf of itself and each party its Subsidiaries hereto irrevocably submits itself and its property with respect to any such legal action Proceeding to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed bycourt, and construed in accordance with, such action (except to the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates extent relating to (i) the interpretation of the definition of Company Material Adverse Effect any provisions in this Agreement (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of including any “Company Representation” (as such term or similar term is defined provision in any documentation related to the Debt Commitment Letter) and whether as a result Financing that expressly specifies that the interpretation of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which such provisions shall in each case be governed by and construed in accordance with the law Law of the State of Delaware, )) shall be governed by the Laws of the State of New York (without giving effect to any choice or conflict conflicts of law provision or rule Law principles that would cause result in the application of laws the Laws of any other another jurisdiction), (bii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), whether in Law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (ciii) agrees that service of process upon the Company or its Subsidiaries in any such action or Proceeding shall be effective if notice is given in accordance with Section 9.4, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Courtcourt, (dv) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Parties Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (evi) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any of its Subsidiaries (in each case, other than the Surviving Corporation and its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents 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) waivesprovided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Merger Sub against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated hereby, any claim that it is not personally subject to thereby or the jurisdiction rights of the Subject Courts as described herein for any reasonSurviving Corporation and its Subsidiaries following the Merger), and (gvii) agrees (i) that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 11.04(d) and this ‎Section 11.14 (9.17 or the definitions of any terms used in Section 11.04(d) 8.2(g), Section 9.2, Section 9.3, and this ‎Section 11.14) Section 9.7 and (ii) to such provisions and the extent definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended, modified or waived in any amendments to any provision of Section 11.04(d) way material and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended Sources Related Parties without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment LetterSources Related Parties.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrarycontrary (but in all cases subject to and without in any way limiting the rights, remedies and claims of Parent and its Affiliates under or pursuant any agreement entered into with respect to the Debt Financing), each of the parties to this Agreement on behalf of itself and each of its controlled affiliates hereby: (a) agrees that any legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Committed Financing PartiesSources, arising out of or relating to this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) 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 New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, and construed in accordance with, the laws Laws of the State of New York except as otherwise set forth in (provided, however, that notwithstanding the Debt Commitment Letter forgoing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, it is understood and agreed that (including as it relates to (iA) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (iiB) the determination of the accuracy of any “Company Representationspecified acquisition agreement representation” (as such term or similar term is may be defined in the Debt Commitment Lettera commitment letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has have the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(cSection 8.1(b)(iii) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) Section 8.1 and (iiiC) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws Laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against the Debt Committed Financing ​ ​ Parties Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law legal requirements trial by jury in any legal action brought against the Debt Committed Financing Parties Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Committed Financing Parties Sources will have any liability to any of the Company or Company, its Subsidiaries or their respective affiliates relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or Company, its Subsidiaries or their respective affiliates shall bring or support any legal action (action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against any of the Debt Committed Financing Parties Sources relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Committed Financing Parties Source or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (ix) that the Debt Committed Financing Parties Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 11.04(d) 9.14 (and this ‎Section 11.14 (or the definitions of any terms used in this Section 11.04(d) and this ‎Section 11.149.14) and (iiy) to the extent any amendments to any provision of this Section 11.04(d) and this ‎Section 11.14 9.14 (or, solely as they relate to such Section, the definitions of any terms used in this Section 11.04(d) and this ‎Section 11.149.14) are materially adverse to the Debt Committed Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Committed Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 11.04(d) and this ‎Section 11.14 9.14 shall in any way affect any party’s or any of their respective Affiliatesaffiliates’ rights and remedies under any binding agreement to which between a Debt Committed Financing Source is a and such party, including the Debt Commitment Letter.. [Signature Page Follows]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties on behalf of itself and each of its Affiliates hereby: (a) agrees that any legal action (whether in law Law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing PartiesSources, arising out of or relating to this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) Letter 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 New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court Subject Courts and agrees that any such dispute shall be governed by, and construed in accordance with, the laws Laws of the State of New York York, except as otherwise set forth in the Debt Commitment Letter (including as it relates with respect to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representationspecified acquisition agreement representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent Buyer or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(cSection 8.1(b) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(bSection 7.1(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law Laws of the State of Delaware, without giving effect to any choice or conflict of law Law provision or rule that would cause the application of laws Laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in Law or in equity, whether in contract or in tort or otherwise), against the Debt Financing ​ ​ Parties Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Parties Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties Sources will have any liability to any of the Company Seller Related Parties, the Company, the Company’s Subsidiaries or its Subsidiaries their respective Affiliates relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company Seller Related Parties, the Company, the Company’s Subsidiaries or its Subsidiaries any of their respective Affiliates shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in Law or in equity, whether in contract or in tort or otherwise), against any of the Debt Financing Parties Sources relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties Source or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that the Debt Financing Parties Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 11.04(d) and this ‎Section 11.14 12.16 (or the definitions of any terms used in this Section 11.04(d) and this ‎Section 11.14) and 12.16), (ii) to the extent any amendments to any provision of this Section 11.04(d) and this ‎Section 11.14 12.16 (or, solely as they relate to such Section, the definitions of any terms used in this Section 11.04(d) and this ‎Section 11.1412.16) are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources and (iii) that, notwithstanding anything contained in Section 12.5, Buyer may assign this Agreement or any of the rights, interests or obligations hereunder for collateral security purposes to any existing or future lender or group thereof (including without any limitation any agent, trustee or other representative acting on their behalf) providing financing to Buyer and/or any of its Affiliates and to any purchaser (including the Debt Financing Sources) or other transferee in any foreclosure sale or other exercise of remedies thereby, and any such lenders (or agent, trustee or other representative) or such purchaser (or other transferee) (including the Debt Financing Sources) may exercise all of the rights and remedies of Buyer hereunder, all without any further consent of Seller; provided, that the foregoing shall not relieve Buyer of any of its obligations hereunder (or the obligations of the Guarantors under the Limited Guaranty or the Equity Commitment Letter). Notwithstanding anything contained herein to the contrary, nothing in this Section 11.04(d) and this ‎Section 11.14 12.16 shall in any way affect any partyparty hereto’s or any of their respective its Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter. No Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties on behalf of itself and each of its controlled Affiliates hereby: (a) agrees that any legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing PartiesSources, arising out of or relating to this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Definitive Debt Financing DocumentsAgreements”) 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 New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, and construed in accordance with, the laws Laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction)York, (b) agrees not to bring or support or permit any of its controlled Affiliates or any other Person to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against the Debt Financing ​ ​ Parties Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Documents Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action (whether in law or in equity, whether in contract or in tort or otherwise) brought against the Debt Financing Parties Sources in any way arising (directly or indirectly) out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Documents Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties Sources will have any liability to the Company Seller, its Affiliates or its Subsidiaries their respective directors, officers, employees, agents, partners, managers, members and stockholders relating to or arising out of this Agreement, the Debt Financing, any commitment letter related thereto, the Definitive Debt Financing Agreements or any of the agreements entered into in connection with the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Documents or Agreements, any of the transactions contemplated hereby or thereby thereby, any oral representations made or alleged to have been made in connection herewith or therewith or the performance of any services thereunder and that none the Seller and each of the Company or its Subsidiaries Affiliates and their respective representatives shall not bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any of the Debt Financing Parties Sources relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Documents Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties Source or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (ix) that the Debt Financing Parties Sources are express third party beneficiaries of, and may enforce, any of the provisions in Section 11.04(d) 9.3 and this ‎Section 11.14 Section 11.10 (or the definitions of any terms used in this Section 11.04(d) and this ‎Section 11.1411.10) and (iiy) to the extent any amendments to any provision of this Section 11.04(d) and this ‎Section 11.14 11.10 (or, solely as they relate to such Section, the definitions of any terms used in this Section 11.04(d11.10) and relate to the provisions of this ‎Section 11.14) Section 11.10, the definition of “Debt Financing Sources” or are otherwise materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 11.04(d) and this ‎Section 11.14 11.10 shall in any way affect any partyBuyer’s or any of their respective its Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including under the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, including anything in Sections 11.7 or 11.10, each of the parties hereto on behalf of itself and each of its Affiliates hereby: (a) agrees that any legal action (Action, whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing PartiesSources, any of their Affiliates or their and their Affiliates’ current and former officers, directors, employees, members, managers, partners, controlling persons, advisors, attorneys, consultants, accountants, agents and representatives (collectively, the “Debt Financing Representatives”), arising out of or relating to this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”)Letters, the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) 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 New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action dispute to the exclusive jurisdiction of such court court, and agrees that any such dispute Action shall be governed by, and construed in accordance with, the laws Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise set forth in the Debt Commitment Letter Letters (including as it relates to (iA) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred)), (iiB) the determination of the accuracy of any “Company Representation” Specified Merger Agreement Representations (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent any party hereto or any of its Affiliates has the right (taking into account any applicable cure provisions) to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing (in accordance with the terms hereof) as a result thereof pursuant to ‎Section 9.02(b) and (iiiC) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereofhereof and in any claims or disputes arising out of any such determination or any aspect thereof, which shall in each case be governed by by, and construed in accordance with the law of the State of Delaware, without giving effect to regardless of the laws that might otherwise govern under any choice or conflict applicable principles of law provision or rule that would cause the application conflicts of laws of any other jurisdiction)thereof, (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action Action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), whether in law or in equity, whether in contract or tort or otherwise, against the Debt Financing ​ ​ Parties Sources or the Debt Financing Representatives in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment LetterLetters, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action Action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Parties in any way arising out agrees that service of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents process upon it or any of the transactions contemplated hereby or thereby or the performance of its Subsidiaries in any services thereundersuch Action shall be effective if notice is given in accordance with Section 11.2, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action Action involving any Debt Financing Parties Source or the transactions contemplated hereby, any claim Action that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such Action, (g) agrees that none of the Debt Financing Sources or the Debt Financing Representatives will have any liability to Copper, Steel or HoldCo, in their respective capacities as parties to this Agreement, or any of their respective Affiliates or Representatives, in each case, solely relating to or arising out of this Agreement (iand not relating to or arising out of the Debt Financing or any Additional Debt Financing in any way), whether in law or in equity, whether in contract of in tort or otherwise and (h) agrees (x) that the Debt Financing Parties Sources and the Debt Financing Representatives are express third party beneficiaries of, and may enforce, any of the provisions in this Section 11.04(d) and this ‎Section 11.14 11.13 (or the definitions of any terms used in this Section 11.04(d) and this ‎Section 11.1411.13) and (iiy) to the extent any amendments to any provision of this Section 11.04(d) and this ‎Section 11.14 11.13 or Section 10.2 (or, solely as they relate to such SectionSections, the definitions of any terms used in this Section 11.04(d) 11.13 and this ‎Section 11.14Section 10.2) are materially adverse to the Debt Financing SourcesSources or the Debt Financing Representatives, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 11.04(d) and this ‎Section 11.14 11.13 shall in any way (x) affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment LetterLetters or (y) constitute a waiver of any Debt Financing Source’s obligations under, or limit the liability of any Debt Financing Source with respect to, any binding agreement among such Debt Financing Source and one or more of the parties to this Agreement, including the Debt Letters.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself, its Subsidiaries and each of the parties its controlled Affiliates hereby: (ai) agrees that any legal action (Action, whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing PartiesSources, solely in their respective capacities as lenders or arrangers in connection with any Financing that is debt financing (the “Debt Financing”), arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (or any of the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County so long as such forum is and remains available, and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto Party irrevocably submits itself and its property with respect to any such legal action Action to the exclusive jurisdiction of such court and court, (ii) agrees that any such dispute Action shall be governed by, and construed in accordance with, by the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict conflicts of law provision or rule principles that would cause result in the application of the laws of any other jurisdictionanother state), except as otherwise provided in any applicable definitive document relating to the Debt Financing, (biii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim Action of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing ​ ​ Parties Financing, in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (civ) agrees that service of process upon the Company, its Subsidiaries or its controlled Affiliates in any such Action or proceeding shall be effective if notice is given in accordance with clause 27, (v) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action Action in any such Subject Courtcourt, (dvi) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action Action brought against the Debt Financing Parties Sources, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (evii) agrees that none of the Debt Financing Parties Sources, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, will have any liability to the Company or any of its Subsidiaries or any of their respective controlled Affiliates or Representatives (in each case, other than the 106 / 107 Buyer, its Subsidiaries and any of their Affiliates) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waiveswhether in law or in equity, and agrees not to assert, by way of motion whether in contract or as a defense, counterclaim in tort or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, otherwise and (gviii) agrees (i) that the Debt Financing Parties Sources are express third party beneficiaries of, and may enforce, any of the provisions of this clause 31 and that such provisions and the definition of “Debt Financing Sources” shall not be amended in Section 11.04(d) and this ‎Section 11.14 (or the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially way adverse to the Debt Financing Sources, such provisions shall not be amended Sources without the prior written consent of the Primary Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, Seller and each Seller Related Party, on behalf of the parties itself and its Subsidiaries, hereby: (a) agrees that any legal action (Dispute, whether in law or in equity, whether in contract or in tort or otherwise), involving the any Debt Financing PartiesSources Related Party, arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (Commitment Letter or any of the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action Dispute to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed bycourt, and construed in accordance with, such Dispute (except to the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates extent relating to (i) the interpretation of any provisions in this Agreement (including any provision in any documentation related to the definition Financing that expressly specifies that the interpretation of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which provisions shall in each case be governed by and construed in accordance with the law of the State of Delaware, New York)) shall be governed by the laws of the State of New York (without giving effect to any choice or conflict conflicts of law provision or rule principles that would cause result in the application of the laws of any other another jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim Dispute of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (c) agrees that service of process upon Seller or its Subsidiaries in any such Dispute or proceeding shall be effective if notice is given in accordance with Section 10.2, (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action Dispute in any such Subject Courtcourt, (de) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any legal action Dispute brought against the Debt Financing Sources Related Parties in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any that no Debt Financing Parties Sources Related Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Financing, the Debt Commitment Letter or any of the transactions contemplated herebyhereby or thereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees that no Debt Financing Sources Related Party will have any liability to any Seller Related Party (iother than Buyer and its Affiliates) in connection with this Agreement, the Financing, the Debt 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 (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Buyer against the Debt Financing Sources Related Parties with respect to the Financing or any of the transactions contemplated hereby or any services thereunder) and (h) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, the foregoing agreements in this Section 10.16 and such provisions (and any other provision of the provisions in Section 11.04(d) and this ‎Section 11.14 (or the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) Agreement to the extent any amendments to any an amendment, supplement, waiver or other modification of such provision would modify the substance of this Section 11.04(d10.16) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended in any way materially adverse to any Debt Financing Source Related Parties without the prior written consent of the each related Debt Financing SourcesSource. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.109

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself and each of the parties its Affiliates and its and their respective directors, officers, employees and equityholders hereby: (a) agrees that any legal action (proceeding, whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing Related Parties, arising out of or relating to to, this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing agreements (including the “Debt Commitment Letter”), the definitive agreements any Debt Fee Letter, any Definitive Debt Agreement or any other document related thereto) entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the State of New York State court or federal court of the United States of America, in each case, District Court sitting in the borough of Manhattan in the City and State of New York County York, so long as such forum is and remains available, and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action proceeding to the exclusive jurisdiction of such court and court, (b) agrees that any such dispute proceeding shall be governed by, and construed in accordance with, by the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict conflicts of law provision or rule principles that would cause result in the application of the laws of any other jurisdictionanother state), (bc) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim proceeding of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, or any of the agreements (including the Debt Commitment Letter, any Debt Fee Letter, any Definitive Debt Agreement or any other document related thereto) entered into in connection with the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the State of New York or of the United States District Court sitting in the borough of Manhattan in the City and State of New York,, (cd) agrees that service of process upon such party in any such proceeding or proceeding shall be effective if notice is given in accordance with Section 9.02, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action proceeding in any such Subject Courtcourt, (df) knowinglyKNOWINGLY, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY PROCEEDING BROUGHT AGAINST THE DEBT FINANCING RELATED PARTIES IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE DEBT FINANCING, OR ANY OF THE AGREEMENTS (INCLUDING THE DEBT COMMITMENT LETTER, ANY DEBT FEE LETTER, ANY DEFINITIVE DEBT AGREEMENT OR ANY OTHER DOCUMENT RELATED THERETO) 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 none of the Debt Financing Related Parties in will have any way liability to the Company or any of its Affiliates or its or their respective directors, officers, employees or equityholders relating to or arising out of or relating to this Agreement, the Debt Financing, or any of the agreements (including the Debt Commitment Letter, any Debt Fee Letter, any Definitive Debt Agreement or any other document related thereto) entered into in connection with the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none nor shall the Company or any of its Affiliates or equityholders be entitled to specific performance of any commitment letter or similar agreement entered into by Parent for any Debt Financing against the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Sources providing such Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (gh) agrees (i) that the Debt Financing Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in Section 11.04(d8.03(c) and this ‎Section 11.14 Section 9.12 (or the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended in any way materially adverse to any of the Debt Financing Related Party without the prior written consent of the any Debt Financing Sources. Notwithstanding anything contained herein to Source so adversely affected); provided, that, notwithstanding the contraryforegoing, nothing in this Section 11.04(d) and this ‎Section 11.14 9.12 shall in any way affect any party’s limit or modify the rights and obligations of Parent under this Agreement or the Debt Commitment Letter or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including Source’s obligations to Parent under the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, each of the parties herebyhereto: (ai) agrees that it will not bring or support any legal person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Sources (which defined term for the purposes of this provision shall include the Debt Financing Sources and their respective affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and representatives involved in the financing contemplated by the Debt Commitment Letter) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (ii) agrees that, except as specifically set forth in the Debt Commitment Letter, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources in any way relating to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (iii) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing Parties, ) directly or indirectly arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, (a) the Debt FinancingCorporation, the Representative, and their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any commitment letter with respect to the rights or claims against any Debt Financing (the “Debt Commitment Letter”)Source, the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) any way relating to this Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunderby this Agreement, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, and construed in accordance with, the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against the Debt Financing ​ ​ Parties in any way dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and any such rights or claims are hereby waived, disclaimed, and released in full, and (b) no Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to any of the Corporation, the Representative, and their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, crossSources are intended third-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that the Debt Financing Parties are express third party beneficiaries of, and may enforceshall be entitled to the protections of, any of the provisions in Section 11.04(d) 10.02 and this ‎Section 11.14 Section 10.22 (or the definitions all of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to which may be enforced by such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter).

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company hereby, on behalf of itself and its Subsidiaries, each Seller Related Party and each of the other parties herebyhereto, subject to the final sentence of this Section 11.19: (a) agrees that it will not bring or support any legal action (action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Buyer’s debt financing sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement (the “Debt Financing Sources”), involving the Debt Financing Parties, including but not limited to any dispute arising out of or relating to this Agreement, the Debt Financing, in any commitment letter with respect way to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements Buyer’s debt financing arrangements entered into in connection with the Debt Financing transactions contemplated by this Agreement (the “Debt Financing DocumentsFinancing”) or any of the performance thereof or the transactions contemplated hereby or thereby or thereby, in any forum other than exclusively in the performance Supreme Court of any services thereunderthe State of New York, shall be subject to the County of New York, or, if under applicable law exclusive jurisdiction of any New York State court or is vested in the federal court of courts, the United States District Court for the Southern District of America, in each case, sitting in New York County (and any appellate court thereof (each such courtcourts thereof), the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and court, (b) agrees that any such dispute action shall be governed by, and construed in accordance with, by the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict conflicts of law provision or rule principles that would cause result in the application of laws the Laws of any other jurisdictionanother state), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against the Debt Financing ​ ​ Parties except as otherwise provided in any way arising out of or applicable definitive document relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or including any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtdebt commitment letter, (c) agrees that service of process, summons, notice or document by registered mail addressed to the Company at its address provided in Section 11.6 shall be effective service of process against the Company and its Subsidiaries for any such action brought in any such court, (d) waives and hereby irrevocably waives, to the fullest extent that permitted by law, any objection which it may effectively do sonow or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of of, any such legal action in any such Subject Courtcourt, (de) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any legal action action, proceeding or counterclaim (whether based upon contract, tort or otherwise) brought against the Debt Financing Parties in any way Sources arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents debt commitment letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (ef) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, (g) agrees that none of the sources providing the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties applicable definitive document relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letterincluding any debt commitment letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waiveswhether in law or in equity, and agrees not to assert, by way of motion whether in contract or as a defense, counterclaim in tort or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that the Debt Financing Parties Sources are express third third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 11.04(d) 11.19, Section 11.3 and this ‎Section 11.14 (or the definitions Section 11.16, an each of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) such Sections shall expressly inure to the extent any amendments benefit of the Debt Financing Sources and the Debt Financing Sources shall be entitled to rely on and enforce the provisions of such Sections. No Debt Financing Source shall be subject to any provision special, consequential, punitive or indirect damages or damages of a tortious nature. Notwithstanding (i) the foregoing, nothing in this Section 11.04(d) 11.19 shall in any way limit or modify the rights and obligations of Buyer under this ‎Section 11.14 (or, solely Agreement as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse with respect to the Debt Financing SourcesSources or any Debt Financing Source’s obligations to Buyer under the any applicable definitive document relating to the Debt Financing, including any debt commitment letter (it being understood that following consummation of the transactions contemplated by this Agreement, nothing in this Section 11.19 shall limit the rights of any of the parties to any definitive documentation relating to the Debt Financing), (ii) anything to the contrary contained herein, no Seller Related Party (other than Buyer) shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, and no Debt Financing Source shall have any rights or claims against any Seller Related Party (other than Buyer) in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following consummation of the transactions contemplated hereby, the foregoing will not limit the rights of the parties to the Debt Financing under any commitment letter related thereto, (iii) Sections 11.3, 11.16 and 11.19 (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provisions shall provision would modify the substance of such Sections) may not be amended amended, supplement, waived or otherwise modified in any manner that impacts or is otherwise adverse in any respect to the Debt Financing Sources without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each the Seller, on behalf of the parties itself, and its Controlled Affiliates hereby: (a) agrees that any legal action (proceeding, whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing PartiesSources or the Financing Related Persons, arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunderhereby, shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York State court or federal court of (the United States of America“Chosen Financing Courts”), in each caseso long as such forum is and remains available, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action proceeding to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, and construed in accordance with, the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction)Chosen Financing Courts, (b) agrees not to bring or support or permit any of its controlled Controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim proceeding of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Source or Financing Related Person in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject CourtChosen Financing Courts, (c) agrees that service of process in any such legal Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.8, (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action proceeding in any such Subject Courtcourt, (de) agrees that a final judgment in any such proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law trial by jury in any legal action proceeding brought against the any Debt Financing Parties Source or any Financing Related Person in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunderhereby, (eg) agrees that none of the Debt Financing Parties will Sources or the Financing Related Persons shall have any liability to the Company or Seller and/or any of its Subsidiaries Controlled Affiliates relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Agreement or any of the transactions contemplated hereby, whether in law or in equity, whether in contract or in tort or otherwise (and the Seller, on behalf of itself and its Controlled Affiliates and each of their respective Affiliates and their and their respective Affiliates’ Representatives, hereby acknowledges that they have no recourse against, and hereby waive any rights or thereby or claims against, the performance of any services thereunder and Debt Financing Sources in connection therewith); provided, that none of nothing in this Agreement shall limit the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any liability of the Debt Financing Parties relating Sources pursuant to or in any way arising out of this Agreement, the documentation related to the Debt Financing, including the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (gh) agrees (i) that the Debt Financing Parties Sources are express third party beneficiaries of, and may enforce, any of the provisions in of this Section 11.04(d) 10.12 and this ‎Section 11.14 (or that such provisions and the definitions definition of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the “Debt Financing Sources, such provisions ” shall not be amended in any way adverse to any Debt Financing Source without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein Sources party to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties Representative and the Company, on behalf of themselves and each of their controlled Affiliates, hereby: (a) agrees that any legal action (Action, whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing PartiesSources, arising out of or relating to to, this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing agreements (including the “Debt Commitment Letter”), the definitive agreements ) entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County so long as such forum is and remains available, and any appellate court thereof (each such courtthereof, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action Action to the exclusive jurisdiction of such court and court, (b) agrees that any such dispute Action shall be governed by, and construed in accordance with, 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 set forth provided in the Debt Commitment Letter (including as it relates or other applicable definitive document relating to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred)Debt financing, (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (bc) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim Action of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Source in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, (c) irrevocably waivesNew York, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject CourtNew York, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Parties in any way arising out agrees that service of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents process upon it or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or controlled Affiliates in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents such Action or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, proceeding shall be effective if notice is given in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that the Debt Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions in accordance with Section 11.04(d) and this ‎Section 11.14 (or the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.9.09,

Debt Financing Sources. Notwithstanding anything in this Agreement to the contraryThe parties hereby agree (on behalf of themselves, each of the parties hereby: their respective Affiliates and their respective Advisors) that (a) agrees that no Debt Financing Source Related Party shall have any legal action liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 10.22 shall limit the liability or obligations of the Debt Financing Sources to Buyer or any Affiliate thereof under the Debt Commitment Letter), (b) any claim, suit, action or proceeding of any kind or description (whether at law, in contract or equity, in contract, in tort or otherwise), ) involving the any Debt Financing Parties, Source Related Party arising out of or relating to the transactions contemplated pursuant to this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby Letter or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any New York State court a state or federal court sitting in the County of New York, (c) any interpretation of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute shall Debt Commitment Letter will be governed by, and construed and interpreted in accordance with, the laws of the State of New York York, except as otherwise set forth to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter (including as it relates or in any definitive documentation related to (i) the Debt Financing that expressly specifies that the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which provisions shall in each case be governed by and construed in accordance with the law of the State of the Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (bd) agrees not to (i) no party hereto will bring or support or permit any of its controlled Affiliates to bring (or support any legal action (including party in bringing) any action, cause of action, such claim, cross-claim suit action or third party claim of proceeding in any kind or descriptioncourt other than a court specified in immediately preceding clause (b), (ii) the Seller Group shall not have any rights or claims against the any Debt Financing ​ ​ Parties Source Related Party, in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Agreement or any of the transactions contemplated hereby by this Agreement, or thereby or the performance in respect of any services thereunder oral representations made or alleged to have been made in connection herewith or therewith, including any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Parties in any way dispute arising out of or relating in any way to the Debt Financing or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and (iii) no Debt Financing Source Related Party shall have any liability (whether in contract, in tort or otherwise) to the Seller Group for any obligations or liabilities of any party hereto under this AgreementAgreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt FinancingFinancing or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise, (e) the waiver of rights to trial by jury set forth in Section 10.18 applies to any such claim, suit, action or proceeding, (f) only Buyer and the other parties to the Debt Commitment Letter shall be permitted to bring any claim against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Commitment Letter, (g) no amendment or waiver of the conditions set forth in Section 7.02 and Section 7.03, or this Section 10.22 (and in each case any related defined terms or provisions of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of any of such sections) that is materially adverse to any Debt Financing Source Related Party shall be effective without the prior written consent of the Lenders that have consent rights over amendments to this Agreement pursuant to the Debt Commitment Letter and (h) the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that the Debt Financing Source Related Parties are express and intended third party beneficiaries of, and may enforce, enforce any of the provisions of, this Section 10.22. Notwithstanding anything herein, in Section 11.04(d) and no event shall any member of the Seller Group be entitled to or cause the Buyer to seek the remedy of specific performance of this ‎Section 11.14 (or the definitions of Agreement against any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (orDebt Financing Source, solely in their respective capacities as they relate to such Sectionlenders or arrangers in connection with the Debt Financing. For purposes of this Section 10.22, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to "Debt Financing Source Related Parties" means the Debt Financing Sources, such provisions together with their respective Affiliates and their and their respective Affiliates' current, former or future officers, directors, employees, partners, trustees, shareholders, equityholders, managers, members, limited partners, controlling persons, agents, and Advisors of each of them and the successors and assigns of the foregoing Persons. This Section 10.22 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary. Notwithstanding the foregoing, nothing in this Section 10.22 shall not be amended without limit the prior written consent liability or obligations of the Debt Financing Sources. Notwithstanding anything contained herein Sources to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s Buyer or any of their respective Affiliates’ rights and remedies Affiliate thereof under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each the Company, on behalf of the parties itself and its Subsidiaries, hereby: (ai) agrees that any legal action judicial, administrative or arbitral actions, suits or proceedings by or before any Governmental Entity and any claim, demand, audit, review, inquiry, examination, or investigation, whether in law or in equity, whether in contract or in tort or otherwise (collectively, “Actions”), involving a Financing Source in respect of any Debt Financing (a “Debt Financing 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 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 each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, and such 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 that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of New York)) 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 not to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), involving the against any Debt Financing Parties, arising out of or relating to this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) 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 New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, and construed in accordance with, the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against the Debt Financing ​ ​ Parties Source in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (ciii) agrees that service of process upon the Company or its Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 7.9, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action Action in any such Subject Courtcourt, (dv) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law all rights of trial by jury in any legal action Action brought against the Debt Financing Parties Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (evi) agrees that none no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement or the Debt Financing, (vii) agrees that no Debt Financing Parties Source will have any liability to the Company or any of its Subsidiaries relating to (other than Parent and its Affiliates), and hereby waives any rights or arising out of claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents 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) waivesprovided, and agrees not to assertthat, by way notwithstanding the foregoing, nothing herein shall affect the rights of motion or as a defense, counterclaim or otherwise, in any legal action involving any Parent against the Debt Financing Parties Sources with respect to the Debt Financing or any of the transactions contemplated hereby, hereby or any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reasonservices thereunder), and (gviii) agrees (i) that the Debt Financing Parties Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 6.3(e), 6.3(f) and 7.6, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 11.04(d) 7.13, and this ‎Section 11.14 (or such provisions and the definitions of “Debt Financing Sources” and “Debt Financing Sources Related Parties” (and any terms used in Section 11.04(d) and other provision of this ‎Section 11.14) and (ii) Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) shall not be amended, modified, waived or terminated in any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially way adverse to the Debt Financing Sources, such provisions shall not be amended Sources without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contraryFor purposes of this Section 7.13, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a “Debt Financing Source is a partySources” includes all Debt Financing Sources Related Parties. The Company, Parent and Merger Sub have caused this Agreement to be executed as of the date first written above. ZAYO GROUP HOLDINGS, INC. By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Co-Founder, Chairman & CEO FRONT RANGE TOPCO, INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: President By: /s/ Nathalie Brabers Name: Nathalie Brabers Title: President By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President FRONT RANGE BIDCO, INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: President By: /s/ Nathalie Brabers Name: Nathalie Brabers Title: President By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President EXHIBIT A CERTAIN DEFINITIONS For purposes of the Agreement (including the Debt Commitment Letter.this Exhibit A):

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, Seller and each Seller Related Party, on behalf of the parties itself and its Subsidiaries, hereby: (ai) agrees that any legal action (Action, whether in law or in equity, whether in contract or in tort or otherwise), involving the any Debt Financing PartiesSource, arising out of or relating to to, this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County so long as such forum is and remains available, and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action Action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed bycourt, and construed in accordance with, such Action (except to the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates extent relating to (i) the interpretation of the definition of Company Material Adverse Effect any provisions in this Agreement (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of including any “Company Representation” (as such term or similar term is defined provision in any documentation related to the Debt Commitment Letter) and whether as a result Financing that expressly specifies that the interpretation of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which such provisions shall in each case be governed by and construed in accordance with the law of the State of Delaware, New York)) shall be governed by the laws of the State of New York (without giving effect to any choice or conflict conflicts of law provision or rule principles that would cause result in the application of the laws of any other another jurisdiction), (bii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim Action of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Source in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (ciii) agrees that service of process upon Seller or its Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 10.5, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action Action in any such Subject Courtcourt, (dv) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any legal action Action brought against the Debt Financing Parties Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (evi) agrees that none of the no Debt Financing Parties Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature, (vii) agrees that no Debt Financing Source will have any liability to the Company or any Seller Related Party (other than Purchaser and its Subsidiaries relating to or arising out of Affiliates) in connection with this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents 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) waivesprovided that, and agrees not to assertnotwithstanding the foregoing, by way nothing herein shall affect the rights of motion or as a defense, counterclaim or otherwise, in any legal action involving any Purchaser against the Debt Financing Parties Sources with respect to the Debt Financing or any of the transactions contemplated hereby, hereby or any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reasonservices thereunder), and (gviii) agrees (i) that the Debt Financing Parties Sources are express third party beneficiaries of, and may enforce, any of the provisions in Section 11.04(d) and this ‎Section 11.14 (or Agreement reflecting the definitions of any terms used foregoing agreements in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, each of the parties Sellers, on behalf of itself and its Related Parties, hereby (i) acknowledges that none of the Debt Financing Sources shall have any liability to such Seller or Related Parties under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby: , including any dispute related to, or arising from, the Debt Financing, the Debt Commitment Letter or the performance thereof, (aii) agrees that waives any legal action (rights or claims such Seller or Related Parties may have against any of the Debt Financing Sources in connection with this Agreement, the Debt Financing or the Debt Commitment Letters, whether in at law or in equity, whether in contract or contract, in tort or otherwise, and (iii) agrees not to commence (and if commenced agree to dismiss or otherwise terminate (to the extent within such Seller’s control), involving the and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Debt Financing Parties, arising out of or relating to Source in connection with this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) Letter or any of the transactions contemplated hereby hereby. With respect to any dispute or thereby or proceeding relating to this Section 13.17, the performance Sellers, on behalf of any services thereunderthemselves and their respective Related Parties, shall be subject (w) submit to the exclusive jurisdiction of any the courts of the State of New York State court or federal court courts of the United States of America, in each case, sitting in New York County the Borough of Manhattan, and any appellate court from any thereof (each such courtthe courts described in this clause (w), the “Subject Applicable Courts”) ), and each party hereto irrevocably submits itself and its property with agree that all claims in respect to of any such legal action to the exclusive jurisdiction of such court litigation may be heard and agrees that any such dispute shall be governed by, and construed in accordance with, the laws of the State of New York except as otherwise set forth determined only in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred)Applicable Courts, (iix) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against the Debt Financing ​ ​ Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waiveswaive, to the fullest extent that it may effectively legally do so, any objection which they may now or hereafter have to the laying of venue of any proceeding in any Applicable Court, (y) waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such legal action proceeding in any Applicable Court, and (z) agree that a final judgment in any such Subject Court, (d) knowingly, intentionally proceeding shall be conclusive and voluntarily waives to may be enforced in other jurisdictions by suit in on the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents judgment or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, other manner provided by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that the Debt Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions in Section 11.04(d) and this ‎Section 11.14 (or the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letterlaw.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself, its members, partners, the Company Subsidiaries, and each of the parties their respective Affiliates, directors, officers, shareholders, employees, representatives or agents hereby: (ai) agrees that any legal action all Legal Proceedings by or before a Governmental Body (whether in at law or in equity, whether in tort, contract or in tort or otherwise)) that may be based upon, involving the Debt Financing Parties, arising arise out of or relating relate to this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing agreements (including the “Debt Commitment Letter”), the definitive agreements ) entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder involving the Financing Source Related Parties shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County so long as such forum is and remains available, and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action Legal Proceeding to the exclusive jurisdiction of such court court, and agrees that any such dispute Legal Proceeding shall be governed by, and construed in accordance with, by the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation York, regardless of the definition laws that might otherwise govern under applicable principles of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred)conflicts of laws, (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action Legal Proceeding by or before a Governmental Body (including any actionwhether, cause of actionat law or equity, claimin tort, cross-claim contract or third party claim of any kind or description)otherwise) that may be based upon, against the Debt Financing ​ ​ Parties in any way arising arise out of or relating relate to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements (including the Commitment Letter, ) entered into in connection with the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against any Financing Source Related Party or their Representatives in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (ciii) agrees that service of process upon the Company, the Company Subsidiaries and each of its controlled Affiliates in any such Legal Proceeding by or before a Governmental Body shall be effective if notice is given in accordance with Section 9.6, (iv) irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, the defense of an inconvenient forum to the maintenance of such legal action Legal Proceeding in any such Subject Courtcourt, (dv) knowingly, intentionally irrevocably and voluntarily unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury in any legal action such Legal Proceeding brought against the Debt Financing Sources Related Parties in any way directly or indirectly arising out of of, under or relating to in connection with this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (evi) agrees that this Agreement may not be enforced against any Financing Source Related Party or their Representatives and agrees that none of the Debt Financing Source Related Parties will have any liability to the Company or its any of the Company Subsidiaries or any of their respective controlled Affiliates or Representatives (in each case, other than Buyer, Merger Sub and their respective subsidiaries) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none (whether, in equity or law, in tort, contract or otherwise) (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), Buyer against any of the Debt Financing Parties relating Sources with respect to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (gvii) agrees (i) that the Debt Financing Source Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 11.04(d) 9.16 and this ‎Section 11.14 (or such provisions and the definitions definition of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt “Financing Sources, such provisions ” and “Financing Source Related Parties” shall not be amended in any way material and adverse to the Financing Source Related Parties without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.** REMAINDER OF PAGE INTENTIONALLY LEFT BLANK **

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each party hereto, on behalf of the parties itself, its respective Subsidiaries and each of its respective controlled Affiliates hereby: (a) agrees that any legal action (whether in law action, suit or in equityproceeding of any kind or description, whether in contract or in tort or otherwise), involving the Debt Financing PartiesSources, arising out of or relating to this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (and/or the “Best Efforts Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County so long as such forum is and remains available, and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action action, suit or proceeding to the exclusive jurisdiction of such court and court; (b) agrees that any such dispute action, suit or proceeding shall be governed by, by and construed and enforced in accordance withwith the laws, the laws rules or provisions of the State of New York except as otherwise set forth in the Debt Commitment Letter York, including its statute of limitations (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict conflicts of law provision or rule principles that would cause result in the application of the laws of any other jurisdictionanother state), ; (bc) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim suit or third party claim proceeding of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Best Efforts Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (cd) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action action, suit or proceeding in any such Subject Court, court; (de) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law trial by jury in any legal action action, suit or proceeding brought against the Debt Financing Parties Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Best Efforts Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, ; (ef) agrees that none of the Debt Financing Parties Sources will have any liability or obligation to the Company or any of its Subsidiaries or any of their respective Affiliates or representatives relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Best Efforts Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waiveswhether in law or in equity, and agrees not to assert, by way of motion whether in contract or as a defense, counterclaim in tort or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees that (iand each other party hereto agrees that) that the Debt Financing Parties Sources are express third party beneficiaries of, and may enforce, enforce any of the provisions in of Section 11.04(d7.4(c) and this ‎Section 11.14 Section 8.17, which shall be binding on all successors and assigns of the Parent, Merger Sub, and the Company and any of its Subsidiaries or any of their respective Affiliates or representatives; and (or h) agrees that the provisions of this Section 8.17 and the definitions of “Debt Financing Sources” (and any terms used in Section 11.04(d) and other provisions of this ‎Section 11.14) and (ii) Agreement to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, a modification thereof would affect the definitions substance of any terms used of the foregoing) shall not be amended in Section 11.04(d) and this ‎Section 11.14) are materially any way adverse to the Debt Financing Sources, such provisions shall not be amended Sources without the prior written consent of the Debt Financing SourcesSources party to the Debt Commitment Letter. Notwithstanding anything contained herein to the contraryforegoing, nothing in this Section 11.04(d) and this ‎Section 11.14 8.17 shall in any way affect any party’s limit or modify the rights and obligations of Parent (on behalf of itself, its Affiliates, and its Affiliates’ respective officers, directors, equity holders, employees and agents) under this Agreement or any Debt Financing Sources’ obligations to Parent (on behalf of their respective itself, its Affiliates, and its Affiliates’ rights respective officers, directors, equity holders, employees and remedies agents) under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment LetterLetter and/or the Best Efforts Debt Financing documentation.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties Parties on behalf of itself and each of its controlled Affiliates hereby: (a) agrees that all issues and questions concerning and against the Debt Financing Sources in any way arising out of or relating to this Agreement or any debt financing entered into in connection with the transactions contemplated by this Agreement (the “Debt Financing”) or any the definitive agreements relating to the Debt Financing (the “Definitive Debt Financing Agreements”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (whether based in contract, tort or otherwise) or the performance thereof, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, (b) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and the appellate courts thereof), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving ) brought against the Debt Financing Parties, Sources in any way arising (directly or indirectly) out of or relating to this Agreement, the Debt Financing, any commitment letter with respect to the Definitive Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) Agreements 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 New York State court or federal court (d) agrees that none of the United States Debt Financing Sources will have any liability to any of Americathe Seller, in each caseits Affiliates or their respective directors, sitting in New York County officers, employees, agents, partners, managers, members and any appellate court thereof (each such courtstockholders relating to or arising out of this Agreement, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to Debt Financing or the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, and construed in accordance with, the laws of the State of New York except as otherwise set forth in the Definitive Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, and the Seller, its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) respective directors, officers, employees, agents, partners, managers, members and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which stockholders shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any of the Debt Financing ​ ​ Parties Sources relating to or in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, and (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (ix) that the Debt Financing Parties Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 11.04(d) and this ‎Section 11.14 13.17 (or the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14Section) and (iiy) to the extent any amendments to any provision of this Section 11.04(d13.17 (or any of the defined terms used herein or therein or any other provision of this Agreement to the extent a modification, waiver or termination of such defined term or provision would modify the substance of such Section) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14used) are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 11.04(d) and this ‎Section 11.14 13.17 shall in any way affect any a party’s or any of their respective Affiliates’ rights and remedies under any binding agreement the Definitive Financing Agreements to which the extent they are a Debt Financing Source party thereto. [The remainder of this page has been intentionally left blank; the next page is a party, including the Debt Commitment Lettersignature page.]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each the Company, on behalf of the parties itself and its Subsidiaries, hereby: (ai) agrees that any legal action (Action, whether in law or in equity, whether in contract or in tort or otherwise), involving the any Debt Financing Parties, Sources Related Party and arising out of or relating to to, this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action Action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed bycourt, and construed in accordance with, such Action (except to the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates extent relating to (i) the interpretation of the definition of Company Material Adverse Effect any provisions in this Agreement (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of including any “Company Representation” (as such term or similar term is defined provision in any documentation related to the Debt Commitment Letter) and whether as a result Financing that expressly specifies that the interpretation of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which such provisions shall in each case 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 choice or conflict conflicts of law provision or rule principles that would cause result in the application of the laws of any other another jurisdiction), (bii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim Action of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (ciii) agrees that service of process upon the Company or its Subsidiaries in any such Action shall be effective if notice is given in accordance with Section 9.06, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action Action in any such Subject Courtcourt, (dv) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any legal action Action brought against the any Debt Financing Parties Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (evi) agrees that none of the no Debt Financing Parties Sources Related Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature, (vii) agrees that no Debt Financing Sources Related Party will have any liability to the Company or its Subsidiaries relating to or arising out of Affiliates in connection with this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents 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) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, provided that nothing in this Section 9.16 shall in any legal action involving way limit or modify (a) any Debt Financing Parties Source’s obligations to Parent or any Affiliate under the transactions contemplated hereby, Debt Commitment Letter or (b) the rights of the Company and its Subsidiaries under any claim that it is not personally subject debt commitment letter or any definitive agreements relating to the jurisdiction of Debt Financing executed in connection with the Subject Courts as described herein for any reason, Debt Financing to the extent the Company and/or its Affiliates are party thereto) and (gviii) agrees (i) that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions foregoing agreements in this Section 11.04(d9.16 and ‎Section 8.02(e)(i) and such provisions (and any other provision of this ‎Section 11.14 (or the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) Agreement to the extent any amendments to any an amendment, supplement, waiver or other modification of such provision would modify the substance of Section 11.04(dthis Section) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended in any way materially adverse to any Debt Financing Sources Related Parties without the prior written consent of the each related Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment LetterSource.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrarycontrary (but in all cases subject to and without in any way limiting the rights, remedies and claims of JBT and its Affiliates under or pursuant to the Bridge Financing, the Commitment Letter or any other agreement entered into with respect to the Debt Financing), each of the parties Parties on behalf of itself and each of its Affiliates hereby: (a) agrees that any legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Committed Financing PartiesSources, arising out of or relating to this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) 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 New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto Party irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, and construed in accordance with, the laws Laws of the State of New York except as otherwise set forth in (provided, however, that notwithstanding the Debt Commitment Letter (including as forgoing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, it relates to is understood and agreed that (i) the interpretation of the definition of Company “Material Adverse Effect Effect” (and whether or not a Company “Material Adverse Effect Effect” has occurred), (ii) the determination of the accuracy of any “Company Representationcertain funds representation” (as such term or similar term is may be defined in the Debt Bridge Financing Agreement) or “specified acquisition agreement representation” (as such term or similar term may be defined in the Commitment Letter) and whether as a result of any inaccuracy thereof Parent JBT, the Bidder or any of its their respective Affiliates has have the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) Section 13 or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) Section 14 and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws Laws of any other jurisdiction); provided, however, that the Transaction and the Tender Offer and matters related thereto shall, to the extent required by the Laws of Iceland, and the interpretation of the duties of directors of the Company shall, be governed by, and construed in accordance with, the Laws of Iceland, (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against the Debt Committed Financing ​ ​ Parties Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law legal requirements trial by jury in any legal action brought against the Debt Committed Financing Parties Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Committed Financing Parties Sources will have any liability to any of the Company or Company, its Subsidiaries or their respective Affiliates relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or Company, its Subsidiaries or their respective Affiliates shall bring or support any legal action (action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against any of the Debt Committed Financing Parties Sources relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Committed Financing Parties Source or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (ix) that the Debt Committed Financing Parties Sources are express third party beneficiaries of, and may enforce, any of the provisions in Section 11.04(d) 14.5 or this Section 16.2 (and this ‎Section 11.14 (or the definitions of any terms used in Section 11.04(d) and 14.5 or this ‎Section 11.14Section 16.2) and (iiy) to the extent any amendments to any provision of Section 11.04(d) and 14.5 or this ‎Section 11.14 Section 16.2 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and 14.5 or this ‎Section 11.14Section 16.2) are materially adverse to the Debt Committed Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Committed Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 11.04(d) and this ‎Section 11.14 16.2 shall in any way affect any partyParty’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which between a Debt Committed Financing Source is a and such party, including the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Seller on behalf of itself, its Subsidiaries, and each of the parties their respective controlled Affiliates hereby: (ai) agrees that any legal action all Actions (whether in law or in equitytort, whether in contract or in tort or otherwise)) that may be based upon, involving the Debt Financing Parties, arising arise out of or relating relate to this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing agreements (including the “Debt Commitment Letter”), the definitive agreements ) entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder involving the Debt Financing Source Related Parties shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County so long as such forum is and remains available, and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action Action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed bycourt, and construed such Action (except to the extent relating to the interpretation of any provisions in accordance with, the laws of the State of New York except as otherwise set forth this Agreement (including any provision in the Debt Commitment Letter (including as it relates or in any definitive documentation related to (i) the Debt Financing that expressly specifies that the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which provisions shall in each case be governed by and construed in accordance with the law of the State of the Delaware, without giving effect to any choice or conflict of law provision or rule that would cause )) shall be governed by the application of laws of any other jurisdiction)the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws, (bii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action Action (including any actionwhether in tort, cause of actioncontract or otherwise) that may be based upon, claim, cross-claim or third party claim of any kind or description), against the Debt Financing ​ ​ Parties in any way arising arise out of or relating relate to this Agreement, the Debt Financing, Financing or any of the agreements (including the Debt Commitment Letter, ) entered into in connection with the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against any Debt Financing Source Related Party in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (ciii) agrees that service of process upon the Seller, its Subsidiaries or their respective controlled Affiliates in any such Action shall be effective if notice is given in accordance with Section 9.1, (iv) irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, the defense of an inconvenient forum to the maintenance of such legal action Action in any such Subject Courtcourt, (dv) knowingly, intentionally irrevocably and voluntarily unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury in any legal action Action brought against the Debt Financing Parties in any way Sources directly or indirectly arising out of of, under or relating to in connection with this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (evi) agrees that none of the Debt Financing Source Related Parties will have any liability Liability to the Company Seller or any of its Subsidiaries or any of their respective controlled Affiliates or representatives (in each case, other than the Purchaser and its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any actionwhether in tort, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim contract or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, ) and (gvii) agrees (i) that the Debt Financing Source Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 11.04(d) and this ‎Section 11.14 9.16 (or including, for the definitions avoidance of any terms used in doubt, Section 11.04(d) and this ‎Section 11.14) and 9.4 (ii) solely to the extent it relates to the Debt Financing Source Related Parties))and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Source Related Parties” shall not be amended in any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially way adverse to the Debt Financing Sources, such provisions shall not be amended Source Related Parties without the prior written consent of the Debt Financing Sources. Notwithstanding the foregoing or anything contained herein in this Agreement to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 no event shall in any way affect any party’s the Seller or any of their respective Affiliates’ rights and remedies under its Affiliates be entitled to, or permitted to seek, specific performance in respect of any binding agreement to which a Debt Financing Source is a partyRelated Party related to the Debt Financing under the terms of this Agreement prior to the Principal Closing Date, including and nor shall there be any right of the Seller or its Affiliates to enforce specifically any of Seller’s and its Affiliates’ respective rights under the Debt Commitment LetterLetter or any other agreements relating to the Debt Financing. [Signature Page Follows.]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each party hereto acknowledges and irrevocably agrees that the entities that have committed to provide or otherwise entered into agreements in connection with the Debt Financing (as defined below), including any commitment letters, joinder agreements, credit agreements (or similar definitive financing documents) relating thereto, together with their respective Affiliates and Representative (collectively, the “Debt Financing Sources”) shall not have any liability or obligations (whether based in contract, tort, fraud, strict liability or otherwise) to the Company, its Subsidiaries, its Representatives or the Affiliates of the foregoing arising out of or relating to this Agreement or any potential debt financing to be provided or arranged by the Debt Financing Sources in connection with this Agreement (the “Debt Financing”). It is also hereby agreed that in no event will the Company, its Subsidiaries, its Representatives or the Affiliates of the foregoing be entitled to specific performance of any commitment letter or similar agreement entered into by Parent for any Debt Financing against the Debt Financing Sources providing such Debt Financing. Without limitation of the foregoing, the parties hereby: hereto agree (ai) agrees that any legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise against any Debt Financing Source arising out of or relating to this Agreement or the performance hereunder shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City and State of New York (whether in a state or a federal Court), and any appellate court from thereof, (ii) that any legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise), involving the against any Debt Financing Parties, arising out of or relating to this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) 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 New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute Source shall be governed by, and construed in accordance with, the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred)York, (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled their Affiliates to bring or support anyone else in bringing any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against the Debt Financing ​ ​ Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Courtother court, (div) knowingly, intentionally that each of the parties hereto hereby irrevocably waives any and voluntarily waives all right to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Parties in any way proceeding arising out of or relating related to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against involving any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, Sources and (g) agrees (iv) that the Debt Financing Parties Sources are express third party beneficiaries ofof this Section 10.12 (and any other provision of this Agreement to the extent an amendment, and may enforcesupplement, any waiver or other modification of such provision would modify the provisions in Section 11.04(dsubstance of this Section) and this ‎Section 11.14 (or the definitions of Section 10.12 and such provisions shall not be amended in any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are way materially adverse to the Debt Financing Sources, such provisions shall not be amended Sources without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to For the contraryavoidance of doubt, nothing in this Section 11.04(d) and this ‎Section 11.14 10.12 shall in any way affect any party’s or any constitute a financing condition to the consummation of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.Merger. [Remainder of Page Intentionally Left Blank]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each Seller, on behalf of the parties itself and its Subsidiaries, hereby: (ai) agrees that any legal action (action, whether in law or in equity, whether in contract or in tort or otherwise), involving the any Debt Financing PartiesSource, arising out of or relating to to, this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County so long as such forum is and remains available, and any appellate court thereof (each such courtthereof, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court court, and agrees that any such dispute action shall be governed by, and construed in accordance with, by the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict conflicts of law provision or rule principles that would cause result in the application of the laws of any other another jurisdiction), (bii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Source in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (ciii) agrees that service of process upon each Seller or its Subsidiaries in any such action or proceeding shall be effective if notice is given in accordance with 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 such legal action in any such Subject Courtcourt, (dv) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any legal action brought against the Debt Financing Parties Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (evi) agrees that none of the no Debt Financing Parties Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature, (vii) agrees that no Debt Financing Source will have any liability to the Company any Seller or any of its Subsidiaries relating to or arising out of in connection with this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents 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) waivesprovided that, and agrees not to assertnotwithstanding the foregoing, by way nothing herein shall affect the rights of motion or as a defense, counterclaim or otherwise, in any legal action involving any Buyer against the Debt Financing Parties Sources with respect to the Debt Financing or any of the transactions contemplated hereby, hereby or any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reasonservices thereunder), and (gviii) agrees (i) that the Debt Financing Parties Sources are express third party beneficiaries of, and may enforce, any of the provisions in Section 11.04(d8.2 (Effect of Termination), Section 9.3 (Amendment; Waiver), Section 9.10 (Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury), Section 9.14 (Specific Performance) and or this ‎Section 11.14 Section 9.18 that in each case reflect the foregoing agreements set forth in this Section 9.18 (or any other provision of this Agreement to the extent modification, amendment or waiver of such provision would modify the substance of the foregoing as it applies to any Debt Financing Source or Debt Financing), and such provisions and the definitions of “Debt Financing Sources” and “Debt Financing Sources Related Parties” (and any terms used in Section 11.04(d) and other provision of this ‎Section 11.14) and (ii) Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) shall not be amended in any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are way materially adverse to the Debt Financing Sources, such provisions shall not be amended Sources without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein For purposes of this Section 9.18 (other than with respect to the contraryparties that have a consent right over adverse amendments, nothing in Section 11.04(d) and supplements, waivers, or other modifications to this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Agreement), “Debt Financing Source is a party, including the Sources” includes all Debt Commitment LetterFinancing Sources Related Parties.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each the Company on behalf of itself and the parties Company Subsidiaries (but excluding, for the avoidance of doubt, the Parent Parties and their Affiliates) hereby: (ai) agrees that any legal action Action, whether in Law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related Parties, 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 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, and such 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 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 not to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), involving the against any Debt Financing Parties, arising out of or relating to this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) 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 New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, and construed in accordance with, the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against the Debt Financing ​ ​ Parties Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions Transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (ciii) agrees that service of process upon the Company or its subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 9.4, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action Action in any such Subject Courtcourt, (dv) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action Action brought against the Debt Financing Parties 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 (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent Parties and their Affiliates against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated thereby or the any services thereunder), (vi) agrees that none of the Debt Financing Sources Related Parties will have any liability to Company, its Affiliates, directors, officers, employees, agents, partners, managers, members or shareholders related to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Commitments or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to whether in law or in any way arising out of this Agreementequity, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents whether in contract or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim in tort or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (gvii) agrees (i) that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 11.04(d) and this ‎Section 11.14 (or the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or9.17. 103 IN WITNESS WHEREOF, solely as they relate to such SectionParent, REIT Merger Sub, OP Merger Sub, the definitions of any terms used in Section 11.04(d) Company and the Company Operating Partnership have caused this ‎Section 11.14) are materially adverse Agreement to the Debt Financing Sources, such provisions shall not be amended without the prior written consent signed by their respective officers thereunto duly authorized as of the Debt Financing Sourcesdate first written above. Notwithstanding anything contained herein to the contrary1776 PORTFOLIO INVESTMENT, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a partyLLC By: KSL Capital Partners VI, including the Debt Commitment Letter.L.P. Its Managing Member By: KSL Capital Partners VI GP, LLC, Its General Partner By: /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: Chief Financial Officer 1776 PORTFOLIO REIT MERGER SUB, LLC By: 1776 Portfolio Investment, LLC Its Managing Member By: /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: CFO, Treasurer & Assistant Secretary 1776 PORTFOLIO OP MERGER SUB, LP By: 1776 Portfolio Investment, LLC Its General Partner By: /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: CFO, Treasurer & Assistant Secretary

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties Parties on behalf of itself and each of its controlled Affiliates hereby: (a) agrees that all issues and questions concerning and against the Debt Financing Sources in any way arising out of or relating to this Agreement or any debt financing entered into in connection with the transactions contemplated by this Agreement (the “Debt Financing”) or any the definitive agreements relating to the Debt Financing (the “Definitive Debt Financing Agreements”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (whether based in contract, tort or otherwise) or the performance thereof, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, (b) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and the appellate courts thereof), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving ) brought against the Debt Financing Parties, Sources in any way arising (directly or indirectly) out of or relating solely to this Agreement, the Debt Financing, any commitment letter with respect to the Definitive Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) Agreements 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 New York State court or federal court (d) agrees that none of the United States Debt Financing Sources will have any liability to any of Americathe Seller, in each caseits Affiliates or their respective directors, sitting in New York County officers, employees, agents, partners, managers, members and any appellate court thereof (each such courtstockholders relating to or arising out of this Agreement, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to Debt Financing or the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, and construed in accordance with, the laws of the State of New York except as otherwise set forth in the Definitive Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, and the Seller, its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) respective directors, officers, employees, agents, partners, managers, members and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which stockholders shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any of the Debt Financing ​ ​ Parties Sources relating to or in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, and (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (ix) that the Debt Financing Parties Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 11.04(d) and this ‎Section 11.14 13.17 (or the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14Section) and (iiy) to the extent any amendments to any provision of this Section 11.04(d13.17 (or any of the defined terms used herein or therein or any other provision of this Agreement to the extent a modification, waiver or termination of such defined term or provision would modify the substance of such Section) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14used) are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 11.04(d) and this ‎Section 11.14 13.17 shall in any way affect any a party’s or any of their respective Affiliates’ rights and remedies under any binding agreement the Definitive Financing Agreements to which the extent they are a Debt Financing Source party thereto. The remainder of this page has been intentionally left blank; the next page is a party, including the Debt Commitment Lettersignature page.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each the Company, on behalf of the parties itself and its Subsidiaries, hereby: (ai) agrees that any legal action (Action, whether in law or in equity, whether in contract or in tort or otherwise), involving the any Debt Financing Parties, Sources Related Party and arising out of or relating to to, this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action Action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed bycourt, and construed in accordance with, such Action (except to the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates extent relating to (i) the interpretation of the definition of Company Material Adverse Effect any provisions in this Agreement (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of including any “Company Representation” (as such term or similar term is defined provision in any documentation related to the Debt Commitment Letter) and whether as a result Financing that expressly specifies that the interpretation of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which such provisions shall in each case 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 choice or conflict conflicts of law provision or rule principles that would cause result in the application of the laws of any other another jurisdiction), (bii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim Action of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (ciii) agrees that service of process upon the Company or its Subsidiaries in any such Action shall be effective if notice is given in accordance with Section 9.06, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action Action in any such Subject Courtcourt, (dv) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any legal action Action brought against the any Debt Financing Parties Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (evi) agrees that none of the no Debt Financing Parties Sources Related Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature, (vii) agrees that no Debt Financing Sources Related Party will have any liability to the Company or its Subsidiaries relating to or arising out of Affiliates in connection with this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents 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) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, provided that nothing in this Section 9.16 shall in any legal action involving way limit or modify (a) any Debt Financing Parties Source’s obligations to Parent or any Affiliate under the transactions contemplated hereby, Debt Commitment Letter or (b) the rights of the Company and its Subsidiaries under any claim that it is not personally subject debt commitment letter or any definitive agreements relating to the jurisdiction of Debt Financing executed in connection with the Subject Courts as described herein for any reason, Debt Financing to the extent the Company and/or its Affiliates are party thereto) and (gviii) agrees (i) that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions foregoing agreements in this Section 11.04(d9.16 and Section 8.02(e)(i) and such provisions (and any other provision of this ‎Section 11.14 (or the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) Agreement to the extent any amendments to any an amendment, supplement, waiver or other modification of such provision would modify the substance of Section 11.04(dthis Section) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended in any way materially adverse to any Debt Financing Sources Related Parties without the prior written consent of the each related Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment LetterSource.

Debt Financing Sources. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, each of the parties herebyParty: (a) agrees that it will not bring any legal action (action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), involving against any of the Debt Financing Partiesdebt financing sources (or any Lender Related Party) in any way relating to this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to this Agreement, the Debt Financing, in any commitment letter with respect to forum other than the Debt Financing federal and New York State courts located in the Borough of Manhattan of the City of New York; (the “Debt Commitment Letter”)b) agrees that all claims or causes of action (whether in law, the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”equity, in contract, in tort or otherwise) or against any of the transactions contemplated hereby debt financing sources (or thereby or any Lender Related Party) in any way relating to the performance of any services thereunderFinancing, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute shall be exclusively governed by, and construed in accordance with, the laws Laws of the State of New York except as otherwise set forth York; and (c) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy respect of any “Company Representation” litigation (as such term whether in law or similar term is defined in the Debt Commitment Letterequity; whether in contract or in tort or otherwise) and whether as a result of any inaccuracy thereof Parent directly or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against the Debt Financing ​ ​ Parties in any way indirectly arising out of or relating in any way to the Financing. Notwithstanding anything to the contrary contained this Agreement, (i) the Debt FinancingSeller, the Debt Commitment LetterCompany and their respective Subsidiaries and their respective Representatives, the Debt Financing Documents Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any rights or Claims against any debt financing source (or any Lender Related Party) in any way relating to this Agreement or any of the transactions contemplated hereby Transactions, or thereby or the performance in respect of any services thereunder oral representations made or alleged to have been made in connection herewith or therewith, including any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Parties in any way dispute arising out of or relating in any way to the Financing, whether at law or equity, in contract, in tort or otherwise and (ii) no debt financing source (and no Lender Related Party) shall have any Liability (whether in contract, in tort or otherwise) to the Seller, its Subsidiaries, their respective Representatives and their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or Liabilities of any Party hereto under this Agreement or for any Claim based on, in respect of, or by reason of, the Transactions or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Financing, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Debt Financing, debt financing sources (and the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (eLender Related Parties) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, crossare intended third-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that the Debt Financing Parties are express third party beneficiaries of, and shall be entitled to the protections of this provision (it being understood that the foregoing provisions may enforce, any of not be amended in a manner adverse to the provisions in Section 11.04(d) and this ‎Section 11.14 debt financing sources (or the definitions of Lender Related Parties) in any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended material respect without the their prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letterconsent).

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties on behalf of itself and each of its Affiliates hereby: (a) agrees that any legal action (whether in law Law or in equity, whether in contract Contract or in tort or otherwise), involving the any Debt Financing PartiesSource Related Party, arising out of or relating to this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) 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 New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court Subject Courts and agrees that any such dispute shall be governed by, and construed in accordance with, the laws Laws of the State of New York York, except as otherwise set forth in the any commitment letter in respect of such Debt Commitment Letter (including as it relates Financing with respect to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representationspecified acquisition agreement representation” (as such term or similar term is defined in the Debt Commitment Lettersuch commitment letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(cSection 8.1(b)(iii) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(bSection 7.2(a) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law Laws of the State of Delaware, without giving effect to any choice or conflict of law Law provision or rule that would cause the application of laws Laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in Law or in equity, whether in Contract or in tort or otherwise), against the any Debt Financing ​ ​ Parties Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the any Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the any Debt Financing Parties Source Related Party in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the any Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the no Debt Financing Parties Source Related Party will have any liability to any of the Company Company, the Company’s Subsidiaries or its Subsidiaries their respective shareholders or Affiliates relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the any Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company Company, the Company’s Subsidiaries or its Subsidiaries any of their respective Affiliates or shareholders shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in Law or in equity, whether in Contract or in tort or otherwise), against any of the Debt Financing Parties Source Related Source relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the any Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties Source Related Party or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that the any Debt Financing Source Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Section 11.04(d) and this ‎Section 11.14 9.15 (or the definitions of any terms used in this Section 11.04(d) and this ‎Section 11.149.15) and (ii) to the extent any amendments to any provision of this Section 11.04(d) and this ‎Section 11.14 9.15 (or, solely as they relate to such Section, the definitions of any terms used in this Section 11.04(d) and this ‎Section 11.149.15) are materially adverse to the any Debt Financing SourcesSource Related Party, such provisions shall not be amended without the prior written consent of the each applicable Debt Financing SourcesSource. Notwithstanding anything contained herein to the contrary, nothing in this Section 11.04(d) and this ‎Section 11.14 9.15 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each party hereto, on behalf of the parties itself, its Subsidiaries and each of its Affiliates hereby: (a) agrees that any legal action (proceeding, whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing PartiesSources, arising out of or relating to to, this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing agreements (including the “Debt Commitment Letter”), the definitive agreements Credit Agreement) entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any (i) New York State court Court sitting in the County of New York or federal court of (ii) the United States District Court for the Southern District of America, in each case, sitting in New York County (Borough of Manhattan), so long as such forum is and remains available, and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action proceeding to the exclusive jurisdiction of such court and court, (b) agrees that any such dispute proceeding shall be governed by, and construed in accordance with, by the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict conflicts of law provision or rule principles that would cause result in the application of the laws of any other jurisdictionanother state), except as otherwise provided in the Credit Agreement or other applicable definitive document relating to the Debt Financing, (bc) agrees not to bring or support or permit any of its controlled Affiliates Affiliates, security holders, shareholders, managers, members, officers, directors, employees, agents, advisors, other Representatives and successors or assigns to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim proceeding of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Source in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Credit Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court(i) New York State Court sitting in the County of New York or (ii) the United States District Court for the Southern District of New York (Borough of Manhattan), (cd) agrees that service of process upon any party hereto or its Affiliates in any such proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action proceeding in any such Subject Courtcourt, (df) knowingly, voluntarily and intentionally and voluntarily waives the right any may have to the fullest extent permitted by applicable Law a trial by jury in respect to any legal action brought against litigation based hereon (including any litigation involving the Debt Financing Parties Sources under the Debt Financing), or arising out of, under, or in connection with this Agreement and any way agreement contemplated or to be executed in connection therewith, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party in connection with such agreements, (g) agrees that none of the Debt Financing Sources will have any liability to any party hereto or any of its Subsidiaries or any of their respective Affiliates or Representatives (in each case, other than Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Credit Agreement 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 (eh) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that the Debt Financing Parties Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.15(a), and that such provisions shall not be amended in Section 11.04(d) and this ‎Section 11.14 (or the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are way materially adverse to the Debt Financing Sources, such provisions shall not be amended Sources without the prior written consent of the Debt Financing SourcesSources party to the Credit Agreement that have consent rights over amendments to this Agreement. Notwithstanding anything contained herein in this Agreement to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 Agreement shall in any way affect any party’s limit or any modify the rights of Parent, Merger Sub and their respective Affiliates’ rights and remedies under any binding agreement to which a , or the obligations of the Debt Financing Source is a partySources, including under the Debt Commitment LetterCredit Agreement.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties herebyParties: (a) agrees that any legal action all actions (whether in law or in equity, equity and whether in tort, contract or in tort or otherwise)) that may be based upon, involving the Debt Financing Parties, arising arise out of or relating relate to this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing agreements (including the “Debt Commitment Letter”), the definitive agreements ) entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder against the Debt Financing Sources shall be subject to the exclusive jurisdiction of any federal court in the Borough of Manhattan, New York, New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto Party irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed bycourt, and construed such action (except to the extent relating to the interpretation of any provisions in accordance with, the laws of the State of New York except as otherwise set forth this Agreement (including any provision in the Debt Commitment Letter (including as it relates or in any definitive documentation related to (i) the Debt Financing that expressly specifies that the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which provisions shall in each case 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 choice or conflict regardless of law provision or rule the Laws that would cause the application might otherwise govern under applicable principles of laws conflicts of any other jurisdiction)laws, (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any actionwhether in law or in equity and whether in tort, cause of actioncontract or otherwise) that may be based upon, claim, cross-claim or third party claim of any kind or description), against the Debt Financing ​ ​ Parties in any way arising arise out of or relating relate to this Agreement, the Debt Financing, Financing or any of the agreements (including the Debt Commitment Letter, ) entered into in connection with the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against any Debt Financing Source in any forum other than any Subject Courtfederal court in the Borough of Manhattan, New York, New York, (c) irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Courtcourt, (d) knowingly, intentionally irrevocably and voluntarily unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury in any legal action brought against the Debt Financing Parties in any way Sources directly or indirectly arising out of of, under or relating to in connection with this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that the Debt Financing Parties Sources are express third third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 11.04(d) 10.13 and the provisions of Section 10.1(c), Section 10.10(b), Section 10.11 and Section 10.13 (and any other provisions of this ‎Section 11.14 (or Agreement to the definitions extent a modification thereof would affect the substance of any terms used in Section 11.04(d) and this ‎Section 11.14of the foregoing) and (iif) under no circumstances shall any Party to the extent this Agreement be entitled to recovery from any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a partyany consequential, including indirect, punitive, exemplary or special damages arising out of or relating to the transactions contemplated by this Agreement or the Debt Commitment LetterFinancing.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each party hereto acknowledges and irrevocably agrees that the entities that have committed to provide or otherwise entered into agreements in connection with the Debt Financing (as defined below), including any commitment letters, joinder agreements, credit agreements (or similar definitive financing documents) relating thereto, together with their respective Affiliates and Representative (collectively, the “Debt Financing Sources”) shall not have any liability or obligations (whether based in contract, tort, fraud, strict liability or otherwise) to the Company, its Subsidiaries, its Representatives or the Affiliates of the foregoing arising out of or relating to this Agreement or any potential debt financing to be provided or arranged by the Debt Financing Sources in connection with this Agreement (the “Debt Financing”). It is also hereby agreed that in no event will the Company, its Subsidiaries, its Representatives or the Affiliates of the foregoing be entitled to specific performance of any commitment letter or similar agreement entered into by Parent for any Debt Financing against the Debt Financing Sources providing such Debt Financing. Without limitation of the foregoing, the parties hereby: hereto agree (ai) agrees that any legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise against any Debt Financing Source arising out of or relating to this Agreement or the performance hereunder shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City and State of New York (whether in a state or a federal Court), and any appellate court from thereof, (ii) that any legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise), involving the against any Debt Financing Parties, arising out of or relating to this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) 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 New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute Source shall be governed by, and construed in accordance with, the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred)York, (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled their Affiliates to bring or support anyone else in bringing any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against the Debt Financing ​ ​ Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Courtother court, (div) knowingly, intentionally that each of the parties hereto hereby irrevocably waives any and voluntarily waives all right to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Parties in any way proceeding arising out of or relating related to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against involving any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, Sources and (g) agrees (iv) that the Debt Financing Parties Sources are express third party beneficiaries ofof this ‎Section 10.12 (and any other provision of this Agreement to the extent an amendment, and may enforcesupplement, any waiver or other modification of such provision would modify the provisions in Section 11.04(dsubstance of this Section) and this ‎Section 11.14 (or the definitions of 10.12 and such provisions shall not be amended in any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are way materially adverse to the Debt Financing Sources, such provisions shall not be amended Sources without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to For the contraryavoidance of doubt, nothing in Section 11.04(d) and this ‎Section 11.14 10.12 shall in any way affect any party’s or any constitute a financing condition to the consummation of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.Merger. [Remainder of Page Intentionally Left Blank] [Signature Pages Follow]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Seller on behalf of itself and each of the parties Seller Indemnified Parties and Buyer on behalf of itself and each of the Buyer Indemnified Parties hereby: (a) agrees that any legal action (whether in law or in equity, whether in contract or in tort or otherwise)Action, involving the Debt Financing PartiesSources, arising out of or relating to this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby thereby, in each case involving the Debt Financing Sources, or the performance of any services thereunderunder the Debt Financing Documents, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action dispute to the exclusive jurisdiction of such court and agrees that any such dispute Action shall be governed by, and construed in accordance with, the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it York; provided, however, any Action that relates to (i) the interpretation of the definition of Company “Material Adverse Effect Effect” (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment LetterFinancing Documents) and whether as a result of any inaccuracy thereof Parent Buyer or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) Section 13.1 or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) Section 13.1 and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of DelawareTexas, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action Action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against the Debt Financing ​ ​ Parties Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action Action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action Action involving any Debt Financing Parties or Source involving the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, (e) agrees that none of the Debt Financing Sources will have any liability to Seller, the Company or any of the Seller Indemnified Parties relating to or arising out of this Agreement, the Debt Financing, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of Seller, the Company or any the Seller Indemnified Parties shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether at Law or in equity, whether in Contract or in tort or otherwise), against any of the Debt Financing Sources relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (gf) agrees (ix) that the Debt Financing Parties Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 11.04(d) 14.15 and this ‎Section 11.14 all other DFS Provisions (or the definitions of any terms used in this Section 11.04(d) and this ‎Section 11.1414.15 or any other DFS Provision) and (iiy) to the extent any amendments to any provision of this Section 11.04(d) 14.15 and this ‎Section 11.14 all other DFS Provisions (or, solely as they relate to such Sectionthis Section 14.15 or any other DFS Provision, the definitions of any terms used in this Section 11.04(d) and this ‎Section 11.1414.15 or any other DFS Provision) are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. In addition, in no event will any Debt Financing Source be liable to Seller, the Company or any of the Seller Indemnified Parties for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortious nature arising out of or relating to this Agreement or the transactions contemplated hereby. Notwithstanding anything contained herein to the contrary, nothing in this Section 11.04(d) and this ‎Section 11.14 14.15 or any other DFS Provision shall in any way affect any partyBuyer’s or any of their respective Affiliatesthe Buyer Indemnified Parties’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment LetterFinancing Documents. [Signature pages to follow.] Each of the Parties has executed this Agreement as of the date first written above. SELLER: XXXXXX PETROLEUM OPERATING COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President & Chief Executive Officer COMPANY: XXXXXX (EAGLE FORD) LLC By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President & Chief Executive Officer BUYER: RIDGEMAR ENERGY OPERATING, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Executive Officer EXHIBIT A FORM OF SELLER AND COMPANY BRING DOWN CERTIFICATE [●], 2023 This certificate (this “Certificate”) is executed and delivered in accordance with Section 2.11(a)(i) of that certain Membership Interest Purchase Agreement, dated May 3, 2023 (the “Purchase Agreement”), by and among Xxxxxx Petroleum Operating Company, a Delaware corporation (“Seller”), Xxxxxx (Eagle Ford) LLC, a Delaware limited liability company (the “Company”), and Ridgemar Energy Operating, LLC, a Delaware limited liability company (“Buyer”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement. As applicable, (x) [●] in [his/her] capacity as [●] of Seller, certifies to Buyer, solely in such capacity and not individually, on behalf of Seller and solely with respect to Seller, and (y) [●] in [his/her] capacity as [●] of the Company, certifies to Buyer, solely in such capacity and not individually, on behalf of the Company and solely with respect to the Company, in each case, as follows:

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties on behalf of itself and each of its Affiliates hereby: (a) agrees that any legal action (whether in law at Law or in equity, whether in contract Contract or in tort or otherwise), involving the Debt Financing PartiesSources, arising out of or relating to this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) 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 New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court Subject Courts and agrees that any such dispute shall be governed by, and construed in accordance with, the laws Laws of the State of New York York, except as otherwise set forth in the Debt Commitment Letter (including as it relates Financing documentation with respect to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representationspecified acquisition agreement representation” (as such term or similar term is defined in the Debt Commitment LetterFinancing documentation) and whether as a result of any inaccuracy thereof Parent the Buyer or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(cSection 9.1(b) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(bSection 7.3(a) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law Laws of the State of Delaware, without giving effect to any choice or conflict of law Law provision or rule that would cause the application of laws Laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether at Law or in equity, whether in Contract or in tort or otherwise), against the Debt Financing ​ ​ Parties Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Parties Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties Sources will have any liability to any of the Company Sellers, the Business Entities or its Subsidiaries their respective Affiliates relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company Sellers, the Business Entities or its Subsidiaries any of their respective Affiliates shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether at Law or in equity, whether in Contract or in tort or otherwise), against any of the Debt Financing Parties Sources relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties Source or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that the Debt Financing Parties Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 11.04(d) and this ‎Section 11.14 10.22 (or the definitions 84 of any terms used in this Section 11.04(d) and this ‎Section 11.1410.22) and (ii) to the extent any amendments to any provision of this Section 11.04(d) and this ‎Section 11.14 10.22 (or, solely as they relate to such Section, the definitions of any terms used in this Section 11.04(d) and this ‎Section 11.1410.22) are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 11.04(d) and this ‎Section 11.14 10.22 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrarySeller and its Affiliates, each directors, officers, employees, agents, partners, managers, members or equityholders shall not have any rights or claims against any of the parties hereby: (a) agrees that any legal action (whether in law commercial banks, investment banks or in equity, whether in contract or in tort or otherwise), involving the Debt Financing Parties, arising out of or relating other financial institutions providing financing to this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into Buyer in connection with the Debt Financing transactions contemplated by this Agreement and any arrangers, administrative agents, collateral agents or trustees involved in such financing, and their respective Affiliates, officers, directors, employees, attorneys, advisors, agents and representatives (the each a “Debt Financing DocumentsParty”) in any way relating to this Agreement or any of the transactions contemplated hereby by this Agreement, including any dispute arising out of or thereby or relating in any way to the performance of any services thereunder, shall be subject financing commitments of such Debt Financing Party with respect to the exclusive jurisdiction transactions contemplated hereby, whether at law or equity, in contract, in tort or otherwise. No Debt Financing Party shall have any liability (whether in contract, in tort or otherwise) to the Seller, its Affiliates or their respective directors, officers, employees, agents, partners, managers, members or equityholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby, including any dispute arising out of or relating in any way to the performance of any financing commitments. Without limiting the foregoing, it is agreed that any claims or causes of action brought against any Debt Financing Party in its capacity as such will not be brought in any forum other than the federal and New York State court or federal court of the United States of Americacourts, in each case, sitting located in the Borough of Manhattan within the City of New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, and construed in accordance with, by the laws Laws of the State of New York except as otherwise set forth and the parties hereto will not support any claim or cause of action brought against any Debt Financing Party outside of the federal and New York State courts, in each case, located in the Debt Commitment Letter (including as it relates to (i) Borough of Manhattan within the interpretation City of the definition of Company Material Adverse Effect (New York. Each party hereto irrevocably waives any and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the all right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against the Debt Financing ​ ​ Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the proceeding involving any Debt Financing Parties in any way Party arising out of or relating related to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties Agreement or the transactions contemplated hereby, any claim that it . It is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) further agreed that the Debt Financing Parties are express third intended third-party beneficiaries of, and may enforceshall be entitled to the protections of, any of the provisions in this Section 11.04(d) 10.18 (and this ‎Section 11.14 (or the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions 10.18 shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment LetterParties).

Debt Financing Sources. (a) Notwithstanding anything in this Agreement to the contrary, each the Company on behalf of the parties itself, its Subsidiaries and its Affiliates hereby: (ai) agrees that any legal action (action, whether in law or in equity, whether in contract or in tort or otherwise), involving the any Debt Financing PartiesSources Related Party, arising out of or relating to to, this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (including the “Debt Financing Documents”Commitment Letter) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder (a “Debt Financing Action”) shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County so long as such forum is and remains available, and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto hereby irrevocably submits itself and its property with respect to any such legal action Debt Financing Action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed bycourt, and construed in accordance with, such Debt Financing Action (except to the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates extent relating to (i) the interpretation of any provisions in this Agreement (including any provision in any documentation related to the definition of Company Material Adverse Effect Debt Financing (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in including the Debt Commitment Letter) and whether as a result that expressly specifies that the interpretation of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which such provisions shall in each case 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 choice or conflict conflicts of law provision or rule principles that would cause result in the application of the laws of any other another jurisdiction), (bii) agrees not to bring or support support, or permit any of its controlled Affiliates to bring or support support, any legal action (including any action, cause of action, claim, cross-claim or third party claim Debt Financing Action of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, Financing (including the Debt Commitment Letter, the Debt Financing Documents ) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (ciii) agrees that service of process in any Debt Financing Action shall be effective if notice is given in accordance with the procedures set forth in Section 9.7, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action any Debt Financing Action in any such Subject Courtcourt with respect to any Debt Financing Action involving any Debt Financing Sources Related Party, (dv) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law Law, trial by jury in any legal action brought against the Debt Financing Parties Action involving any Debt Financing Sources Related Party, as the case may be, in any way arising out of or relating to to, this Agreement, the Debt Financing, Financing (including the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (gvi) agrees (i) that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the agreements in this Section 11.04(d) 9.14, and this ‎Section 11.14 (or such provisions and the definitions of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended, modified or waived in any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially way that is adverse to the Debt Financing Sources, such provisions shall not be amended Sources Related Parties without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein Sources party to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each the Company and Parent, on behalf of the parties themselves and their Subsidiaries, hereby: (ai) agrees (x) agree that any legal action (action, whether in law or in equity, whether in contract or in tort or otherwise), involving the any Debt Financing PartiesSources Related Party, arising out of or relating to to, this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County so long as such forum is and remains available, and any appellate court thereof and (each such court, the “Subject Courts”y) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed bycourt, and construed in accordance with, such action (except to the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates extent relating to (i) the interpretation of the definition of Company Material Adverse Effect any provisions in this Agreement (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of including any “Company Representation” (as such term or similar term is defined provision in any documentation related to the Debt Commitment Letter) and whether as a result Financing that expressly specifies that the interpretation of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which such provisions shall in each case be governed by and construed in accordance with the law of the State of Delaware, New York)) shall be governed by the laws of the State of New York (without giving effect to any choice or conflict conflicts of law provision or rule principles that would cause result in the application of the laws of any other another jurisdiction), (bii) agrees agree not to bring or support support, or permit any of its controlled their Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (ciii) irrevocably waivesagree that service of process upon the Company or Parent, or any of their Subsidiaries in any such action or proceeding shall be effective if notice is given in accordance with ‎Section 11.01, (iv) waive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Courtcourt, (dv) knowinglywaive, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law, all rights of trial by jury in any legal action brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (evi) agrees agree that none of the no Debt Financing Parties Sources Related Party will have any liability to the Company or any of its Subsidiaries relating to or arising out of in connection with this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents 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) waivesprovided that, and agrees not to assertnotwithstanding the foregoing, by way nothing herein shall affect the rights of motion or as a defense, counterclaim or otherwise, in any legal action involving any Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated hereby, hereby or any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, services thereunder) and (gvii) agrees agree that (ix) that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions foregoing agreements in Section 11.04(d‎Section 11.04(b) (solely to the extent that it relates to the Debt Financing Sources) and this ‎Section 11.14 and (y) such provisions (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the definitions substance of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended in any way materially adverse to any Debt Financing Source Related Parties without the prior written consent of the each related Debt Financing SourcesSource. Notwithstanding anything contained herein This ‎Section 11.14 will, with respect to the matters referenced herein, supersede any provisions of this Agreement to the contrary, nothing in Section 11.04(d) and . The provisions of this ‎Section 11.14 shall in will survive any way affect any party’s or any termination of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source this Agreement. [The remainder of this page has been intentionally left blank; the next page is a party, including the Debt Commitment Lettersignature page.]

Debt Financing Sources. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, each of the parties herebySeller Related Party and each other Party hereto: (a) agrees that it will not bring or support any legal action (Person, or permit any of its Affiliates to bring or support any Person, in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), involving against the Debt Financing Sources or any other Person that has committed or subsequently commits to provide or otherwise enters into agreements in connection with providing the Debt Financing to Parent or any of its Affiliates, and each of its or their respective former, current and future Affiliates, equityholders, members, partners, controlling persons, officers, directors, employees, agents, advisors and representatives involved in such Debt Financing (collectively, the “Lender Parties, arising out of or ”) in any way relating to this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) Agreement or any of the transactions contemplated hereby by this Agreement, including any dispute arising out of or thereby relating in any way to the Debt Commitment Letter or the performance of thereof or the financings contemplated thereby, in any services thereunder, shall be subject to forum other than the exclusive jurisdiction of any federal and New York State court or federal court courts located in the Borough of Manhattan within the United States City of America, in each case, sitting in New York County and any appellate court thereof York; (each such court, the “Subject Courts”b) and each party hereto irrevocably submits for itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and courts described in clause (a); (c) agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in SECTION 8.5 (Notices) shall be effective service of process against it for any such dispute action brought in any such court described in clause (a); (d) waives and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court described in clause (a); (e) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (f) agrees that, except as specifically set forth in the Debt Financing Commitments, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Lender Parties in any way relating to the Debt Financing Commitments or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of DelawareYork, without giving effect to any choice principles or rules of conflict of law provision laws to the extent such principles or rule that rules would cause require or permit the application of laws of any other another jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against the Debt Financing ​ ​ Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, ; and (g) agrees HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT SUCH SELLER RELATED PARTY AND EACH OTHER PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING, OR COUNTERCLAIM (iWHETHER AT LAW OR IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE) that DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, THE MERGER, THE DEBT COMMITMENT LETTER OR THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING IN ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST ANY DEBT FINANCING SOURCE. Notwithstanding anything to the Debt Financing contrary contained in this Agreement, (x) the Lender Parties are express third intended third-party beneficiaries of, and may enforce, shall be entitled to the protections of this SECTION 8.14 to the same extent as if the Debt Financing Sources were parties to this Agreement; (y) this SECTION 8.14 (and any other provision of the provisions in Section 11.04(d) and this ‎Section 11.14 (or the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of this Section) may not be amended, supplemented, waived or otherwise modified in any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are manner that is materially adverse to the Debt Financing Sources, such provisions shall not be amended Sources without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to ; and (z) no Seller Related Party (other than the contrary, nothing in Section 11.04(dParent and the Merger Sub) and this ‎Section 11.14 shall in have any way affect rights or claims against any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a partyin connection with this Agreement, including the Debt Commitment LetterFinancing or the transactions contemplated hereby or thereby, and no Debt Financing Source shall have any rights or claims against any Seller Related Party (other than Parent and Merger Sub) in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing will not limit the rights of the parties to the Debt Financing under any commitment letter related thereto.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, but without affecting the terms of any agreement in respect of any Financing, Seller and each of the parties Companies, on behalf of itself and each of their respective controlled Affiliates (but not, for the avoidance of doubt, Buyer) hereby: (a) agrees that any legal suit, action (whether in law or in equity, whether in contract or in tort or otherwise), proceeding involving the Debt Financing Parties, Sources arising out of or relating to this Agreement, the any Debt Financing, any commitment letter with respect Financing Agreement of Buyer related to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) transactions contemplated by this Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County so long as such forum is and remains available, and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal suit, action or proceeding to the exclusive jurisdiction of such court and court; (b) agrees that any such dispute suit, action or proceeding shall be governed by, and construed in accordance with, by the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict conflicts of law provision or rule principles that would cause result in the application of the laws of any other another jurisdiction), ; (bc) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal suit, action (including any action, cause of action, claim, cross-claim or third party claim proceeding of any kind or description), description against the any Debt Financing ​ ​ Parties Source in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the any Debt Financing Documents Agreement of Buyer related to the transactions contemplated by this Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York; (cd) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal suit, action or proceeding in any such Subject Court, court; (de) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law trial by jury in any legal suit, action brought against or proceeding involving the Debt Financing Parties Sources in any way arising out of or relating to to, this Agreement, any Debt Financing Agreement of Buyer related to the Debt Financing, transactions contemplated by this Agreement or any of the Debt Commitment Letter, transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Debt Financing Documents Sources will have any liability to Seller, any Company or any of their respective controlled Affiliates or representatives relating to or arising out of this Agreement, any Debt Financing Agreement of Buyer related to the transactions contemplated by this Agreement 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; (eg) agrees that none hereby waives any and all claims and causes of action against the Debt Financing Parties will have any liability to the Company or its Subsidiaries Sources relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the any Debt Financing Documents or any Agreement of Buyer related to the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of by this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Agreement 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; (fh) waives, and agrees not to assertcommence (and if commenced agrees to dismiss or otherwise terminate, by way of motion and not to assist) any suit, action or as a defense, counterclaim or otherwise, in any legal action involving proceeding against any Debt Financing Parties Source under this Agreement, any Debt Financing Agreement of Buyer related to the transactions contemplated by this Agreement or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees hereby or thereby; (i) agrees that the Debt Financing Parties Sources are express third party beneficiaries of, and may enforce, any of the provisions in Section 11.04(d) and of this ‎Section 11.14 11.15; and (or j) agrees that the definitions provisions of any terms used in Section 11.04(d) and this ‎Section 11.14) 11.15 and the definition of “Debt Financing Sources” (ii) and any other provisions of this Agreement to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, a modification thereof would affect the definitions substance of any terms used of the foregoing) shall not be amended in Section 11.04(d) and this ‎Section 11.14) are any manner materially adverse to the Debt Financing Sources, such provisions shall not be amended Sources without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each the Company, on behalf of the parties itself and its Subsidiaries and controlled Affiliates, hereby: (ai) agrees that any legal action (Action, whether in law or in equity, whether in contract or in tort or otherwise), involving the by or against any Debt Financing PartiesRelated Party, arising out of or relating to to, this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County so long as such forum is and remains available, and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action Action to the exclusive jurisdiction of such court court, and agrees that such Action (except to the extent relating to the interpretation of any such dispute provisions in this Agreement) shall be governed by, and construed in accordance with, by the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict conflicts of law provision or rule principles that would cause result in the application of the laws of any other another jurisdiction), (bii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim Action of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (ciii) agrees that service of process upon the Company in any such Action shall be effective if notice is given in accordance with Section 10.02, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action Action in any such Subject Courtcourt, (dv) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action Action brought against the Debt Financing Parties Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (evi) agrees that none of the Debt Financing Related Parties will have any liability to the Company or its Subsidiaries (in each case, other than the Parent Related Parties) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any 77 services thereunder and that none thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), Parent Related Parties against any of the Debt Financing Related Parties relating with respect to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder), (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (gvii) agrees (i) that the Debt Financing Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in Section 11.04(d) 10.06 and this ‎Section 11.14 Section 10.16, and (or viii) Section 10.06 and this Section 10.16 and the definitions of “Material Adverse Effect”, “Debt Financing Sources” and “Debt Financing Related Parties” shall not be amended, modified or waived (including any terms used definitions in Section 11.04(d) and this ‎Section 11.14) and (ii) Agreement to the extent such amendment or waiver would modify any amendments to such foregoing Sections or provisions (including for the avoidance of doubt the definition of “Material Adverse Effect”)) in any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are way materially adverse to the Debt Financing Sources, such provisions shall not be amended Related Parties without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein Sources party to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.; provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent Related Parties against the Debt Financing Related Parties with respect to the Debt Financing or any of the transactions contemplated hereby or any services thereunder. [Signature Page Follows]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself and its Subsidiaries and controlled Affiliates, and each of the parties herebyother party hereto: (ai) agrees that any legal action (Legal Proceeding, whether in law Law or in equity, whether in contract Contract or in tort or otherwise), involving the by or against any Debt Financing PartiesRelated Party, arising out of or relating to to, this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County so long as such forum is and remains available, and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto Party irrevocably submits itself and its property with respect to any such legal action Legal Proceeding to the exclusive jurisdiction of such court court, and agrees that such Legal Proceeding (except to the extent relating to the interpretation of any such dispute provisions in this Agreement) shall be governed by, and construed in accordance with, by the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict conflicts of law provision or rule principles that would cause result in the application of the laws of any other another jurisdiction), (bii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim Legal Proceeding of any kind or description), whether in Law or in equity, whether in Contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (ciii) agrees that service of process upon the Company in any such Legal Proceeding shall be effective if notice is given in accordance with 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 such legal action Legal Proceeding in any such Subject Courtcourt, (dv) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action Legal Proceeding brought against the Debt Financing Parties Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (evi) agrees that none of the Debt Financing Related Parties will have any liability or obligations to the Company or its Company, the Subsidiaries of the Company, the Representatives and the Affiliates and representatives of the foregoing (in each case, other than the Parent Related Parties) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents 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) waivesprovided that, and agrees not to assertnotwithstanding the foregoing, by way nothing herein shall affect the rights of motion or as a defense, counterclaim or otherwise, in any legal action involving any the Parent Related Parties against the Debt Financing Related Parties with respect to the Debt Financing or any of the transactions contemplated herebyhereby or any services thereunder), any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (gvii) agrees (i) that the Debt Financing Related Parties are express third party beneficiaries of, and may enforce, Section 6.5(d)(i) (it being understood and agreed, for the avoidance of doubt, that the foregoing shall not serve to modify or otherwise limit the right to bring any enforcement action against any source of the Debt Financing to enforce Parent’s or any of Parent’s subsidiary’s or affiliate’s rights pursuant to the provisions in Debt Commitment Letter), the last sentence of Section 11.04(d8.4, clause (b) of the proviso to the first sentence of Section 9.3, the last sentence of Section 9.8(b)(ii) and this ‎Section 11.14 Section 9.15, and (or viii) Section 6.5(d)(i) the last sentence of Section 8.4, clause (b) of the proviso to the first sentence of Section 9.3, the last sentence of Section 9.8(b)(ii), this Section 9.15 and the definitions of “Debt Financing Sources” and “Debt Financing Related Parties” shall not be amended, modified or waived (including any terms used definitions in Section 11.04(d) and this ‎Section 11.14) and (ii) Agreement to the extent such amendment or waiver would modify any amendments to such foregoing Sections or provisions) in any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are way materially adverse to the Debt Financing Sources, such provisions shall not be amended Related Parties without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein Sources party to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter; provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent Related Parties against the Debt Financing Related Parties with respect to the Debt Financing or the Transactions.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each member of the parties Parent Group and the Company, on behalf of itself, and each of their respective Subsidiaries and controlled Affiliates hereby: (a) agrees that any legal action (Action, whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing Parties, arising out of or relating to to, this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing agreements (including the “Debt Commitment Letter”), the definitive agreements ) entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County so long as such forum is and remains available, and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action Action to the exclusive jurisdiction of such court and court, (b) agrees that any such dispute Action shall be governed by, and construed in accordance with, 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 may otherwise set forth be provided in the Debt Commitment Letter (including as it relates or other applicable definitive document relating to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred)Debt Financing, (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (bc) agrees not to bring or support or permit any of its Subsidiaries or controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim Action of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, Letter or any document relating to the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (cd) agrees that service of process upon any member of the Parent Group, the Company, or their respective Subsidiaries or controlled Affiliates in any such Action or proceeding shall be effective if notice is given in accordance with Section 11.01, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action Action in any such Subject Courtcourt, (df) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law trial by jury in any legal action such Action, including any Action brought against the Debt Financing Parties in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, Letter or any document relating to the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (eg) agrees that (i) none of the Debt Financing Parties will have any liability to members of the Parent Group, the Company or any of their respective Subsidiaries or controlled Affiliates (in each case, other than Buyer or its Subsidiaries relating to Subsidiaries) shall have any rights or claims against any Debt Financing Party in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether at law or in equity, in contract, in tort or otherwise and (fii) waives, and agrees not to assert, none of the Debt Financing Parties will have any liability (including by way of motion consequential, punitive or as indirect damages of a defensetortious nature) to any member of the Parent Group, counterclaim the Company or otherwiseany of their respective Subsidiaries or controlled Affiliates or representatives (in each case, in other than Buyer or its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any legal action involving any Debt Financing Parties or of the transactions contemplated herebyhereby or thereby or the performance of any services thereunder, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reasonwhether in law or in equity, whether in contract or in tort or otherwise and (gh) agrees (i) that the Debt Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions in of this Section 11.04(d) 11.14, and this ‎Section 11.14 (or that such provisions and the definitions of “Debt Financing Entities” and “Debt Financing Parties” shall not be amended in any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially way adverse to the Debt Financing Sources, such provisions shall not be amended Parties without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(dParties) and (i) Buyer may assign its rights under this ‎Section 11.14 shall in Agreement to any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment LetterEntity as collateral security.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties Parties on behalf of itself and each of their Affiliates hereby: (a) agrees that any legal action all Actions (whether in law or in equity, whether in contract or in tort or otherwise), involving ) against the Debt Financing Parties, Sources arising out of or relating to this Agreement, the Debt Financing, any commitment letter with respect to Financing or the definitive agreements providing for the Debt Financing (the “Debt Commitment Letter”)collectively, the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing DocumentsAgreements”) 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 New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute thereunder shall be governed by, and construed in accordance with, the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of DelawareYork, without giving effect to any choice of law or conflict of law provision rules or rule provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other jurisdiction), than the State of New York except as otherwise provided in any Debt Financing Agreement; (b) agrees that it will not to bring or support or permit any of its controlled Affiliates to bring or support any legal action Action (including any action, cause of action, claim, cross-claim whether in contract or third party claim of any kind in tort or description), otherwise) against the Debt Financing ​ ​ Parties in any way Sources arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than (i) the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and the appellate courts thereof), or (ii) as otherwise provided in any Subject Court, Debt Financing Agreement; (c) irrevocably agrees that service of process delivered in accordance with Section 9.01 shall be effective service of process against it for any such Action brought in any such court; (d) agrees to waive and hereby waives, to the fullest extent that permitted by applicable Law, any objection which it may effectively do sonow or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of of, any such legal action Action in any such Subject Court, court; (de) knowingly, intentionally and voluntarily waives any right to the fullest extent permitted by applicable Law law to trial by jury in with respect to any legal action brought against such Action; (f) agrees that none of the Debt Financing Parties Sources will have any liability to any of Seller Parent and its Affiliates (including, prior to the Closing, the Business Companies) or their respective directors, officers, employees, agents, partners, managers, advisors, members and stockholders, and none of Seller Parent or its Affiliates (excluding, following the Closing, the Business Companies and any other obligor and security provider under the Debt Financing Agreements) will have any liability to any of the Debt Financing Sources or their respective directors, officers, employees, agents, partners, managers, advisors, members and stockholders, in any way each case, relating to or arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, none of the Seller Parent and its Affiliates (eincluding, prior to the Closing, the Business Companies) agrees that and their respective directors, officers, employees, agents, partners, managers, advisors, members and stockholders shall bring or support any Action (whether in contract or in tort or otherwise) against any of the Debt Financing Sources, and none of the Debt Financing Parties will have Sources and their respective directors, officers, employees, agents, partners, managers, advisors, members and stockholders shall bring or support any liability to Action (whether in contract or in tort or otherwise) against the Company Seller Parent or any of its Subsidiaries Affiliates (excluding, following the Closing, the Business Companies and any other obligor and security provider under the Debt Financing Agreements), in each case, relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, ; and (g) agrees (ix) that the Debt Financing Parties Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 11.04(d) and this ‎Section 11.14 9.19 (or any of the definitions of any defined terms used in this Section 11.04(d) and this ‎Section 11.149.19) and (iiy) to the extent any amendments to any provision of this Section 11.04(d) and this ‎Section 11.14 9.19 (or, solely as they relate to such Section, or any of the definitions of any defined terms used in this Section 11.04(d) and 9.19 or any other provision of this ‎Section 11.14Agreement to the extent a modification, waiver or termination of such defined term or provision would modify the substance of this Section 9.19 or such defined terms) are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 11.04(d) and this ‎Section 11.14 9.19 shall in any way affect any a party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a against the Debt Financing Source is a party, including Sources or Buyer or its Affiliates under the Debt Commitment LetterFinancing Agreements to the extent they are a party thereto.” (mmm) Clause (xi) on Annex B of the Agreement is hereby amended and restated in its entirety as follows:

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each party, on behalf of the parties itself and each of its Affiliates hereby: (a) agrees that any legal action (proceeding, whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing PartiesSources, arising out of or relating to to, this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) Letters 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 in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action proceeding to the exclusive jurisdiction of such court and court, (b) agrees that any such dispute proceeding shall be governed by, and construed in accordance with, by the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict conflicts of law provision or rule principles that would cause result in the application of the laws of any other jurisdictionanother state), (bc) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim proceeding of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Source in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Financing Commitment Letter, the Debt Financing Documents Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (cd) agrees that service of process upon such party in any such proceeding or proceeding shall be effective if notice is given in accordance with Section 8.9, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action proceeding in any such Subject Courtcourt, (df) agrees that a final judgment in any such proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law, (g) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law trial by jury in any legal action proceeding brought against the Debt Financing Parties Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Financing Commitment Letter, the Debt Financing Documents Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (eh) agrees that none of the Debt Financing Parties Sources will have any liability to any of the Seller, the Company or any of its Subsidiaries Affiliates or Representatives, or any of their respective current, former or future officers, directors, employees, agents, Representatives, stockholders, limited partners, managers, members or partners relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, Financing or the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waiveswhether at law or in equity, and agrees not to assert, by way of motion whether in contract or as a defense, counterclaim in tort or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) agrees that the Debt Financing Parties Sources are express third party beneficiaries ofof the Lender Protective Provisions and may enforce such Lender Protective Provisions. The Seller and the Company (each on behalf of itself and any of its Affiliates and its and their Representatives) hereby waives any rights or claims against any Debt Financing Source or any Affiliate thereof, in connection with this Agreement, the Debt Financing, the Debt Commitment Letters or in respect of any other document or theory of law or equity (whether in tort, contract or otherwise) or in respect of any oral or written representations made or alleged to be made, in each case, in connection herewith or therewith, and may enforcethe Seller and the Company (each on behalf of itself and any of its Affiliates and its and their Representatives) agrees not to commence any action or proceeding against any Debt Financing Source in connection with this Agreement, the Debt Financing, the Debt Commitment Letters or in respectof any other document or theory of law or equity in connection herewith or therewith and agrees to cause any such action or proceeding asserted by the Seller or the Company (each on behalf of itself and any of its Affiliates and its and their Representatives) in connection with this Agreement, any Debt Financing or in respect of the provisions any other document or theory of law or equity in connection herewith or therewith against any Debt Financing Source to be dismissed or otherwise terminated. For clarity, this Section 11.04(d) and this ‎Section 11.14 8.18 shall not limit any liability of (or claims against) the definitions Buyer or any of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s its Affiliates or any of their respective Affiliates’ rights and remedies Representatives under any binding agreement to which a Debt Financing Source is a partythis Agreement, including the Debt Commitment LetterLetter or any Ancillary Agreement.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Truist Parties, the Company and each Truist Related Party, on behalf of the parties itself and its Affiliates, hereby: (ai) agrees that any legal action (claim or action, whether in law or in equity, whether in contract or in tort or otherwise), involving the any Debt Financing PartiesSources, arising out of or relating to to, this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any 121 federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County so long as such forum is and remains available, and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal claim or action to the exclusive jurisdiction of such court court, and agrees that such claim or action (except to the extent relating to the interpretation of any such dispute provisions in this Agreement) shall be governed by, and construed in accordance with, 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), except as otherwise set forth in the Debt Commitment Letter (Letter, including as it relates with respect to (ia) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (iib) the determination of the accuracy of any “Company Representationspecified acquisition agreement representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent any Buyer Entity or any of its their Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c9.01(d) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b8.02(a) and (iiic) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law Laws of the State of Delaware, Delaware (without giving effect to any choice or conflict conflicts of law provision or rule principles that would cause result in the application of the laws of any other another jurisdiction), (bii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim action of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (ciii) agrees that service of process upon Truist or its Affiliates in any such claim or action or proceeding shall be effective if notice is given in accordance with ‎Section 11.01, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal claim or action in any such Subject Courtcourt, (dv) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Applicable Law all rights of trial by jury in any legal claim or action brought against the Debt Financing Parties Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (evi) agrees that none of the no Debt Financing Parties Sources shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature, (vii) agrees that no Debt Financing Sources will have any liability to the Truist Parties, the Company or its Subsidiaries relating to or arising out of any Truist Related Party (other than the Buyer Entities and their Affiliates) in connection with this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waiveswhether in law or in equity, and agrees not to assert, by way of motion whether in contract or as a defense, counterclaim in tort or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, otherwise and (gviii) agrees (i) that the Debt Financing Parties Sources are express third party beneficiaries of, and may enforce, any of the provisions foregoing agreements in Section 11.04(d‎Section 9.03(b) and this ‎Section 11.14 11.16 and such provisions (or the definitions and any other provision of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) Agreement to the extent any amendments to any an amendment, supplement, waiver or other modification of such provision would modify the substance of Section 11.04(dthis Section) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended in any way materially adverse to any Debt Financing Source without the prior written consent of each related Debt Financing Source; provided, for the avoidance of doubt, that nothing in this ‎Section 11.16 shall limit the rights of the Buyer Entities or, upon and after the Closing, any Company Entity against the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies Sources under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment LetterLetter or any definitive documentation with respect to the Debt Financing.

Debt Financing Sources. Notwithstanding anything to the contrary contained in this Agreement Agreement, to the contraryextent applicable, each of the parties herebyParties: (a) agrees that it will not bring or support any Person in any action, cause of action, suit, litigation, arbitration, investigation, hearing or other legal action (proceeding, whether in at law or in equity, whether in contract or in tort or otherwise), involving against any of the Debt Financing Parties, arising out of or Sources in any way relating to this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) Agreement or any of the transactions contemplated hereby hereby, including, but not limited to, any dispute arising out of or thereby relating in any way to any commitment letter in connection with any Debt Financing in connection with the transactions contemplated by this Agreement obtained by the Parent or its Affiliates on or after the date of this Agreement (a “Debt Commitment Letter”) or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (b) agrees that, except as specifically set forth in any services thereundersuch Debt Commitment Letter, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources in any way relating to any such Debt Commitment Letter or the performance thereof or the financings contemplated thereby, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute shall be exclusively governed by, and construed in accordance with, the laws Laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of DelawareYork, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws the Law of any jurisdiction other jurisdiction)than the State of New York; and (c) hereby waives, (b) to the fullest extent permitted by law, any right to trial by jury of any claim, demand, action, or cause of action arising under any such Debt Commitment Letter or the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, subject to the rights of the parties to any such Debt Commitment Letter, the Company hereby acknowledges and agrees not to bring or support or permit that neither it, nor any of its controlled Affiliates to bring the Company Related Parties shall have any rights or support claims against any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against the Debt Financing ​ ​ Parties Sources or their Affiliates or representatives, in any way arising out of or relating to this Agreement, the any Debt Financing, the such Debt Commitment Letter, the Debt Financing Documents Letter or any of the transactions contemplated hereby hereby, whether at law or thereby in equity, in contract, in tort or otherwise; provided, however, that (i) the performance foregoing shall not apply to any breach by any Debt Financing Source or its Affiliates or representatives of any services thereunder confidentiality obligation owing to the Company, Parent or their respective Affiliates and (ii) nothing in this Section 9.20 shall in any forum other than way limit or modify the rights and obligations of Parent or its Affiliates under any Subject Courtsuch Debt Commitment Letter. Notwithstanding anything to the contrary contained in this Agreement, (cA) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, crossSources are intended third-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that the Debt Financing Parties are express third party beneficiaries of, and may enforce, any shall be entitled to the protections of the provisions in this Section 11.04(d) and this ‎Section 11.14 (or the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) 9.20 and (iiB) to the extent any no amendments to any provision of this Section 11.04(d) and this ‎Section 11.14 9.20 (or, or solely as they relate to for purposes of their use in such Section, the definitions of any terms used in Section 11.04(dany of such Sections) and this ‎Section 11.14) are that materially adverse to the Debt Financing Sources, such provisions shall not be amended effective as to the Debt Financing Sources without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein Sources party to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in to the contrary contained herein, the Sellers, on behalf of themselves and their Affiliates and representatives, hereby (i) acknowledge that none of the Debt Financing Sources shall have any liability under this Agreement to or for any claim based on, in respect of, or by reason of, the contrarytransactions contemplated hereby, each including, but not limited to, any dispute related to, or arising from, the Financing, the related commitment letter or the performance thereof, (ii) waive any rights or claims against any of the parties hereby: (a) agrees that any legal action (Debt Financing Sources in connection with this Agreement, the Financing or the related commitment letter, whether in at law or in equity, whether in contract or contract, in tort or otherwise), involving the and (iii) agree not to commence (and if commenced agree to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Debt Financing Parties, arising out of or relating to Source in connection with this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) Letter 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 New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with hereby. With respect to any such legal action dispute or proceeding relating to this Section 14.20, the exclusive jurisdiction Sellers, on behalf of such court themselves and agrees their Affiliates and representatives, (a) agree that any such dispute all issues and questions concerning the construction, validity, interpretation and enforceability of this Section 14.20 shall be governed by, and construed in accordance with, the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of DelawareYork, without giving effect to any choice of law or conflict of law provision rules or rule provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other jurisdiction)than the State of New York, (b) agrees not submit to bring the exclusive jurisdiction of the courts of the State of New York or support or permit federal courts of the United States of America, in each case, sitting in the Borough of Manhattan, and any of its controlled Affiliates to bring or support appellate court from any legal action thereof (including any actionthe courts described in this clause (b), cause of actionthe "Applicable Courts"), claim, cross-claim or third party claim and agree that all claims in respect of any kind or description), against such litigation may be heard and determined only in the Debt Financing ​ ​ Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject CourtApplicable Courts, (c) irrevocably waiveswaive, to the fullest extent that it they may effectively legally do so, any objection which they may now or hereafter have to the laying of venue of any proceeding in any Applicable Court, (d) waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such legal action proceeding in any Applicable Court, and (e) agree that a final judgment in any such Subject Courtproceeding shall be conclusive and may be enforced in other jurisdictions by suit or any other manner provided by law. Nothing in this Section 14.20 is intended to, (d) knowinglyor shall, intentionally and voluntarily waives affect the rights or remedies of the actual parties to the fullest extent permitted by applicable Law trial by jury in any legal action brought against Debt Commitment Letter related to the Debt Financing Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that the Debt Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions in Section 11.04(d) and this ‎Section 11.14 (or the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sourcestherefor. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.* * * *

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each Seller on behalf of the parties itself, its Subsidiaries hereby: (ai) agrees that any legal action (Action, whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing PartiesSources Related Party, arising out of or relating to to, this Agreement, the Debt Financing, Financing or any commitment letter with respect to of the Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York State court or federal court of the United States of AmericaYork, in each caseNew York, sitting in New York County so long as such forum is and remains available, and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action Action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed bycourt, and construed in accordance with, such Action (except to the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates extent relating to (i) the interpretation of the definition of Company Material Adverse Effect any provisions in this Agreement (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of including any “Company Representation” (as such term or similar term is defined provision in any documentation related to the Debt Commitment Letter) and whether as a result Financing that expressly specifies that the interpretation of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which such provisions shall in each case be governed by and construed in accordance with the law of the State of Delaware, New York)) shall be governed by the laws of the State of New York (without giving effect to any choice or conflict conflicts of law provision or rule principles that would cause result in the application of the laws of any other another jurisdiction), (bii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim Action of any kind or description), whether in law or in equity, whether in contract or in tort or otherwise, against the any Debt Financing ​ ​ Parties Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Courtfederal or state court in the Borough of Manhattan, New York, New York, (ciii) agrees that service of process upon Seller or its Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 10.5, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action Action in any such Subject Courtcourt, (dv) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action Action brought against the Debt Financing Parties Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (evi) agrees that none of the Debt Financing Sources Related Parties will have any liability to Seller or any of its Subsidiaries (in each case, other than Purchaser and the Company or its Subsidiaries Group and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waiveswhether in law or in equity, and agrees not to assert, by way of motion whether in contract or as a defense, counterclaim in tort or otherwise, in and neither Seller nor any legal action involving of its Subsidiaries will have any rights or claims against any Debt Financing Sources Related Parties hereunder or thereunder (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Purchaser against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated hereby, thereby or any claim that it is not personally subject to services thereunder following the jurisdiction of the Subject Courts as described herein for any reasonTransaction), and (gvii) agrees (i) that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 11.04(d) 10.13, Section 5.19, Section 8.2(e), Section 10.2, Section 10.3, Section 10.7 or Section 10.8, and this ‎Section 11.14 (such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended or the definitions of waived in any terms used in Section 11.04(d) way material and this ‎Section 11.14) and (ii) to the extent any amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) are materially adverse to the Debt Financing Sources, such provisions shall not be amended Sources Related Parties without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter.