Common use of Debt Financing Sources Clause in Contracts

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself and its subsidiaries hereby: (i) agrees that any 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, against any Debt Financing Sources Related Party 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 in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) 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 Action in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions contemplated hereby or thereby or the performance of any services thereunder (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent 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), and (vi) agrees 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 9.17 and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Company Parties on behalf of itself and each of its subsidiaries Affiliates hereby: (i) agrees that any ActionProceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related PartiesSources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the Transactions 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 Party irrevocably submits itself and its property with respect to any such Action Proceeding to the exclusive jurisdiction of such court, and ; (ii) agrees that any 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)) Proceeding shall be governed by 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 Laws of another jurisdictionstate), ; (iiiii) agrees not to bring or support or permit any Action of its Affiliates to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party Source in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, ; (iiiiv) agrees that service of process upon the Company or its subsidiaries such Party in any such Action or proceeding Proceeding shall be effective if notice is given in accordance with Section 9.4, 10.10; (ivv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Proceeding in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions contemplated hereby or thereby or the performance of any services thereunder (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent 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), and ; (vi) agrees 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 9.17 and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources.)

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, but subject to the Company proviso to this Section 10.12, each of Liberty, on behalf of itself and its subsidiaries Affiliates (without giving effect to the 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: (i) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing Sources Source Related Parties, Party and arising out of or relating to, this Agreement, the Debt Financing or the Alternative Financing or any of the agreements entered into in connection with the Debt Financing or the Alternative Financing or any of the Transactions transactions contemplated hereby or thereby by this Agreement and the Transaction Agreements 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 or the Alternative Financing that expressly specifies that the interpretation of such provisions shall 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 conflicts of law principles that would result in the application of the laws of another jurisdiction), (ii) agrees not to bring bring, or permit any of their respective successors, heirs or representatives, any of other Liberty Related Party 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, against any Debt Financing Sources Source Related Party in any way arising out of or relating to, this Agreement, the Debt Financing or the Alternative Financing or any of the Transactions 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 federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees that service of process upon the Company Liberty’s or its subsidiaries Subsidiaries or any other Liberty Related Party in any such Action of any kind or proceeding 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 9.410.8, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law all rights of trial by jury in any Action brought against the any Debt Financing Sources Source Related Party in any way arising out of or relating to, this Agreement, the Debt Financing or the Alternative Financing or any of the Transactions transactions contemplated hereby by this Agreement and the Transaction Agreements or thereby or the performance of any services thereunder thereunder, (provided vi) agrees that 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 Source Related Party will have any liability (including any special, consequential, punitive or indirect damages) to Liberty or its 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 Financing or the Alternative Financing, the Debt Commitment Letter, 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 (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights and/or claims of Parent SiriusXM against the Debt Financing Sources 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 thereby by this Agreement and the Transaction Agreements or the performance of any services thereunder), (viii) agrees that SiriusXM may assign its rights and obligations hereunder (while remaining liable for its obligations hereunder) to the Debt Financing Sources pursuant to the terms of the Financing or the Alternative Financing for purposes of creating a security interest herein or otherwise assigning as collateral in respect of the Financing or the Alternative Financing and (viix) agrees that the Debt Financing Sources 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 9.17 10.12 and such provisions (and any other provision of this Agreement to the definition extent an amendment, supplement, waiver or other modification of “Debt Financing Sources” and “Debt Financing Sources Related Parties” such provision would modify the substance of this Section 10.12) shall not be amended in any way material and materially adverse to the any Debt Financing Sources Source Related Parties without the prior written consent of any Debt Financing Source; provided that nothing in this Section 10.12 shall in any way limit or modify any Debt Financing Source’s obligations to SiriusXM under the Debt Commitment Letter or any other agreement relating to the Financing Sourcesor the Alternative Financing.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Company on behalf of itself and its subsidiaries parties hereby: (ia) agrees that any Action, legal 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, 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 transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, 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 Action legal action to the exclusive jurisdiction of such courtcourt and agrees that any such dispute shall be governed by, and such Action construed in accordance with, the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (except including as it relates to the extent relating 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 provisions “Company Representation” (as such term or similar term is defined in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the interpretation 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 such provisions 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)) shall be governed by the laws of the State of New York (, without giving effect to any conflicts choice or conflict of law principles provision or rule that would result in cause the application of the laws of another any other jurisdiction), (iib) agrees not to bring or support or permit any Action 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 the Debt Financing Sources Related Party ​ ​ 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 transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (iii) 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, (ivc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action legal action in any such courtSubject Court, (vd) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action legal action brought against the Debt Financing Sources 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 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 (provided thatincluding any action, notwithstanding the foregoingcause of action, nothing herein shall affect the rights claim, cross-claim or third party claim of Parent any kind or description), against any of the Debt Financing Sources Related Parties with respect 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 (vig) agrees (i) that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in Section 11.04(d) and this Agreement reflecting ‎Section 11.14 (or the foregoing agreements 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 9.17 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such provisions Section, the definitions of any terms used in Section 11.04(d) and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and this ‎Section 11.14) are materially adverse to the Debt Financing Sources Related Parties 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 Company Sellers, on behalf of itself and its subsidiaries hereby: Related Parties, hereby (i) agrees acknowledges that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving none of the Debt Financing Sources shall have any liability to such Seller or Related PartiesParties under this Agreement or for any claim based on, arising out of in respect of, or relating 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, (ii) waives any 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 at law or equity, in 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), and not to assist) any of the agreements entered into action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Debt Financing Source in connection with this Agreement, the Debt Financing or any of Financing, the Transactions contemplated hereby or thereby Debt Commitment Letter or the performance transactions contemplated hereby. With respect to any dispute or proceeding relating to this Section 13.17, the Sellers, on behalf of any services thereunder shall be subject themselves and their respective Related Parties, (w) submit to the exclusive jurisdiction of any the courts of the State of New York or federal or state court courts of the United States of America, in each case, sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court from any thereof (the courts described in this clause (w), the “Applicable Courts”), and each party hereto irrevocably submits itself and its property with agree that all claims in respect to of any such Action to the exclusive jurisdiction of such court, litigation may be heard 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 determined only in the application of the laws of another jurisdiction)Applicable Courts, (iix) 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, against any Debt Financing Sources Related Party 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 in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) 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 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 Action proceeding in any Applicable Court, and (z) agree that a final judgment in any such court, (v) 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 Action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing judgment or any of the Transactions contemplated hereby or thereby or the performance of any services thereunder (other manner provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent 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), and (vi) agrees 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 9.17 and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sourcesby law.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company each of Seller on behalf of itself and its subsidiaries each of the Seller Indemnified Parties and Buyer on behalf of itself and each of the Buyer Indemnified Parties hereby: (ia) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related PartiesSources, arising out of or relating to, to this Agreement, the Debt Financing or any of Financing, 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 thereby, in each case involving the Debt Financing Sources, or the performance of any services thereunder under the Debt Financing Documents, shall be subject to the exclusive jurisdiction of any New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, 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 Action dispute to the exclusive jurisdiction of such courtcourt and agrees that any such Action shall be governed by, and such construed in accordance with, the laws of the State of New York; provided, however, any Action that relates to (except to the extent relating to i) the interpretation of the definition of “Material Adverse Effect” (and whether or not a Material Adverse Effect has occurred), (ii) the determination of the accuracy of any provisions “Company Representation” (as such term or similar term is defined in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that Documents) and whether as a result of any inaccuracy thereof Buyer or any of its Affiliates has the interpretation right to terminate its or their obligations hereunder pursuant to Section 13.1 or decline to consummate the Closing as a result thereof pursuant to Section 13.1 and (iii) the determination of such provisions 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)) shall be governed by the laws of the State of New York (Texas, without giving effect to any conflicts choice or conflict of law principles provision or rule that would result in cause the application of the laws of another any other jurisdiction), (iib) agrees not to bring or support or permit any of its Affiliates to bring or support any 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 the Debt Financing Sources Related Party in any way arising out of or relating to, to this Agreement, the Debt Financing, 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 federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (iii) 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, (ivc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such courtSubject Court, (vd) knowinglywaives, intentionally and voluntarily waives agrees not to the fullest extent permitted assert, by applicable Law trial by jury way of motion or as a defense, counterclaim or otherwise, in any Action brought against involving any Debt Financing 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 in will have any way liability to Seller, the Company or any of the Seller Indemnified Parties relating to or arising out of or relating to, this Agreement, the Debt Financing, the Debt Financing Documents or any of the Transactions 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 (provided thatincluding any action, notwithstanding the foregoingcause of action, nothing herein shall affect the rights claim, cross-claim or third-party claim of Parent 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 Related Parties with respect 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), thereunder and (vif) agrees (x) that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting Section 14.15 and all other DFS Provisions (or the foregoing agreements definitions of any terms used in this Section 9.17 14.15 or any other DFS Provision) and such provisions (y) to the extent any amendments to any provision of this Section 14.15 and all other DFS Provisions (or, solely as they relate to this Section 14.15 or any other DFS Provision, the definition definitions of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended any terms used in this Section 14.15 or any way material and other DFS Provision) are materially adverse to the Debt Financing Sources Related Parties 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 14.15 or any other DFS Provision shall in any way affect any Buyer’s or the Buyer Indemnified Parties’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Financing 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 party hereto acknowledges and irrevocably agrees that the Company on behalf 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 itself and 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 hereby: 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 hereto agree (i) agrees that any Actionlegal action or proceeding, whether in at law or in equity, whether in contract or in tort or otherwise, involving the otherwise against any Debt Financing Sources Related Parties, Source arising out of or relating to, 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 Agreement or the performance of any services thereunder hereunder shall be subject to the exclusive jurisdiction of any state or federal or state court sitting in the Borough of Manhattan, Manhattan in the City and State of New York, New York, so long as such forum is and remains availableYork (whether a state or a federal Court), 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)from thereof, (ii) agrees not to bring that any legal action or support any Action of any kind or descriptionproceeding, whether in at law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party Source shall be governed by, and construed in any way arising out of or relating to, this Agreementaccordance with, the Debt Financing or any laws of the Transactions contemplated hereby or thereby or the performance State of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees that service not to bring or permit any of process upon the Company their Affiliates to bring or its subsidiaries support anyone else in bringing any such legal action in any such Action or proceeding shall be effective if notice is given in accordance with Section 9.4other court, (iv) that each of the parties hereto hereby irrevocably waives, waives any and all right to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby involving any of the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions contemplated hereby or thereby or the performance of any services thereunder (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent 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), and (viv) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, of this Section 10.12 (and may enforce, any other provision of the provisions in this Agreement reflecting to the foregoing agreements in extent an amendment, supplement, waiver or other modification of such provision would modify the substance of this Section) and this Section 9.17 10.12 and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and materially adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources.. For the avoidance of doubt, nothing in this Section 10.12 shall constitute a financing condition to the consummation of the Merger. [Remainder of Page Intentionally Left Blank]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself and its subsidiaries the Company Subsidiaries (but excluding, for the avoidance of doubt, the Parent Parties and their Affiliates) hereby: (i) agrees that any Action, whether in law 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, against any Debt Financing Sources Related Party 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 in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) 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 Action in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions contemplated hereby or thereby or the performance of any services thereunder (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 Financing Commitments 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 (vivii) agrees 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 9.17 and such provisions 9.17. 103 IN WITNESS WHEREOF, Parent, REIT Merger Sub, OP Merger Sub, the Company and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not Company Operating Partnership have caused this Agreement to be amended in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent signed by their respective officers thereunto duly authorized as of the Debt Financing Sources.date first written above. 1776 PORTFOLIO INVESTMENT, LLC By: KSL Capital Partners VI, 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 Company Parties on behalf of itself and each of its subsidiaries controlled Affiliates hereby: (ia) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving all issues and questions concerning and against the Debt Financing Sources Related Parties, in any way arising out of or relating to, to this Agreement, the Debt Financing Agreement or any of the agreements 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 transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to (whether based in contract, tort or otherwise) or the exclusive jurisdiction of any federal or state court in the Borough of Manhattanperformance thereof, 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 by, and construed in accordance with the law of the State of Delaware)) shall be governed by with, the laws of the State of New York (York, without giving effect to any conflicts choice of law principles or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would result in cause the application of the laws of another jurisdiction)any jurisdiction other than the State of New York, (iib) agrees that it will not to bring or support any 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 any the Debt Financing Sources Related Party in any way arising out of or relating to, to this Agreement, the Debt Financing, the Definitive Debt Financing Agreements or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, in any forum other than any federal or state court in the Borough Supreme Court of Manhattan, 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 (iii) agrees that service of process upon and the Company or its subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 9.4appellate courts thereof), (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (vc) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law trial by jury in any Action legal action (whether in law or in equity, whether in contract or in tort or otherwise) brought against the Debt Financing Sources in any way arising (directly or indirectly) out of or relating to, solely to this Agreement, the Debt Financing, the Definitive Debt Financing Agreements or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, (provided that, notwithstanding the foregoing, nothing herein shall affect the rights d) agrees that none of Parent against the Debt Financing Sources Related Parties with respect will have any liability to any of the Seller, its Affiliates or their respective directors, officers, employees, agents, partners, managers, members and stockholders relating to or arising out of this Agreement, the Debt Financing or the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, and the Seller, its Affiliates or their respective directors, officers, employees, agents, partners, managers, members and stockholders 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 Sources relating to or in any way arising out of 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, and (vie) agrees (x) that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting Section 13.17 (or the foregoing agreements definitions of any terms used in this Section) and (y) to the extent any amendments to any provision of this Section 9.17 and 13.17 (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 provisions and defined term or provision would modify the definition substance of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in such Section) or, solely as they relate to such Section, the definitions of any way material and terms used) are adverse to the Debt Financing Sources Related Parties 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 13.17 shall in any way affect a party’s rights and remedies under the Definitive Financing Agreements to the extent they are a party thereto. The remainder of this page has been intentionally left blank; the next page is the signature page.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Company Representative and the Company, on behalf of itself themselves and its subsidiaries each of their controlled Affiliates, hereby: (ia) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related PartiesSources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the Transactions 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 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 (b) agrees that any 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 jurisdictionstate), except as otherwise provided in the Debt Commitment Letter or other applicable definitive document relating to the Debt financing, (iic) agrees not to bring or support or permit any of its Affiliates 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, against any Debt Financing Sources Related Party Source in any way arising out of or relating to, this Agreement, the Debt Financing Financing, the Debt Commitment Letter or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iiid) agrees that service of process upon the Company it or any of its subsidiaries Subsidiaries or controlled Affiliates 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 Action in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions contemplated hereby or thereby or the performance of any services thereunder (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent 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), and (vi) agrees 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 9.17 and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources.9.09,

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company each party, on behalf of itself and each of its subsidiaries Affiliates hereby: (ia) agrees that any Actionproceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related PartiesSources, arising out of or relating to, this Agreement, the Debt Financing Financing, the Debt Commitment Letters or any of the agreements entered into in connection with the Debt Financing or any of the Transactions 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 proceeding to the exclusive jurisdiction of such court, and (b) agrees that any 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)) proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), (iic) agrees not to bring or support or permit any Action of its Affiliates to bring or support any proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party Source in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Financing Commitment Letters or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iiid) agrees that service of process upon the Company or its subsidiaries such party in any such Action proceeding or proceeding shall be effective if notice is given in accordance with Section 9.48.9, (ive) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action proceeding in any such court, (vf) 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 Action proceeding brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Financing Commitment Letters or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, (provided that, notwithstanding the foregoing, nothing herein shall affect the rights h) agrees that none of Parent against the Debt Financing Sources Related Parties with respect will have any liability to any of the Seller, the Company or any of its 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 or the Debt Financing Commitment Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder), whether at law or in equity, whether in contract or in tort or otherwise, and (vii) agrees that the Debt Financing Sources Related Parties 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 this Agreement reflecting the foregoing agreements in connection herewith or therewith against any Debt Financing Source to be dismissed or otherwise terminated. For clarity, this Section 9.17 and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” 8.18 shall not be amended in limit any way material and adverse to liability of (or claims against) the Buyer or any of its Affiliates or any of their respective Representatives under this Agreement, the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing SourcesCommitment Letter or any Ancillary Agreement.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company Seller on behalf of itself and itself, its subsidiaries Subsidiaries hereby: (i) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related PartiesParty, 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 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 DelawareNew 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, against any Debt Financing Sources Related Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees that service of process upon the Company Seller or its subsidiaries Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 9.410.5, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder, (vi) 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 Group and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, and neither Seller nor any 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 Parent the Purchaser against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated thereby or the any services thereunderthereunder following the Transaction), and (vivii) agrees 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 9.17 10.13, Section 5.19, Section 8.2(e), Section 10.2, Section 10.3, Section 10.7 or Section 10.8, and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended or waived in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company and Parent, on behalf of itself themselves and its subsidiaries their Subsidiaries, hereby: (i) agrees (x) agree that any Actionaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing Sources Related PartiesParty, 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 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 (y) irrevocably submits itself and its property with respect to any such Action action to the exclusive jurisdiction of such court, and such Action 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 DelawareNew 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 agree not to bring or support, or permit any of their Affiliates to bring or support any Action 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 Related Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees agree that service of process upon the Company or its subsidiaries Parent, or any of their Subsidiaries in any such Action action or proceeding shall be effective if notice is given in accordance with Section 9.411.01, (iv) irrevocably waiveswaive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action action in any such court, (v) knowinglywaive, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law, all rights of trial by jury in any Action action brought against the Debt Financing Sources Related Parties in any way arising out of or relating to, to this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, (vi) agree that no Debt Financing Sources Related Party will have any liability to the Company or any of its Subsidiaries in connection with this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated thereby hereby or the any services thereunder), ) and (vivii) agrees agree that (x) 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 9.17 and such provisions and 11.04(b) (solely to the definition of “extent that it relates to the Debt Financing Sources” ) and “Debt Financing Sources Related Parties” 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 substance of this Section 11.14) shall not be amended in any way material and materially adverse to the any Debt Financing Sources Source Related Parties without the prior written consent of the each related Debt Financing SourcesSource. This Section 11.14 will, with respect to the matters referenced herein, supersede any provisions of this Agreement to the contrary. The provisions of this Section 11.14 will survive any termination of this Agreement. [The remainder of this page has been intentionally left blank; the next page is the signature page.]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company Company, on behalf of itself and its subsidiaries Subsidiaries, hereby: (i) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing Sources Related Parties, Party and 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 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, against any Debt Financing Sources Related Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees that service of process upon the Company or its subsidiaries Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 9.49.06, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Action brought against the any Debt Financing Sources Related Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent against the vi) agrees that no Debt Financing Sources Related Parties 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 Affiliates in connection with respect to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder), whether in law or in equity, whether in contract or in tort or otherwise (provided that nothing in this Section 9.16 shall in any way limit or modify (a) any Debt Financing Source’s obligations to Parent or any Affiliate under the Debt Commitment Letter or (b) the rights of the Company and its Subsidiaries under any debt commitment letter or any definitive agreements relating to the Debt Financing executed in connection with the Debt Financing to the extent the Company and/or its Affiliates are party thereto) and (viviii) agrees 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 9.17 9.16 and Section 8.02(e)(i) and such provisions (and any other provision of this Agreement to the definition extent an amendment, supplement, waiver or other modification of “Debt Financing Sources” and “Debt Financing Sources Related Parties” such provision would modify the substance of this Section) shall not be amended in any way material and materially adverse to the any Debt Financing Sources Related Parties without the prior written consent of the each related Debt Financing SourcesSource.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Company parties on behalf of itself and each of its subsidiaries Affiliates hereby: (ia) agrees that any Action, legal action (whether in law Law or in equity, whether in contract Contract or in tort or otherwise), involving the any Debt Financing Sources Source Related PartiesParty, arising out of or relating to, to this Agreement, the any Debt Financing or any of the agreements entered into in connection with the Debt Financing 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 New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, 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 Action legal action to the exclusive jurisdiction of such courtSubject Courts 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 any commitment letter in respect of such Action Debt Financing with respect to (except to i) the extent relating to determination of the interpretation accuracy of any provisions “specified acquisition agreement representation” (as such term or similar term is defined in this Agreement such commitment letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to Section 8.1(b)(iii) or decline to consummate the Closing as a result thereof pursuant to Section 7.2(a) and (including any provision iii) the determination of whether the Closing has been consummated in any documentation related to all material respects in accordance with the Debt Financing that expressly specifies that the interpretation of such provisions terms hereof, which shall in each case be governed by and construed in accordance with the law Laws of the State of Delaware)) shall be governed by the laws of the State of New York (, without giving effect to any conflicts choice or conflict of law principles Law provision or rule that would result in cause the application of the laws Laws of another any other jurisdiction), (iib) agrees not to bring or support or permit any Action of its 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 Law or in equity, whether in contract Contract or in tort or otherwise), against any Debt Financing Sources Source Related Party in any way arising out of or relating to, to this Agreement, the any Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (iii) 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, (ivc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action legal action in any such courtSubject Court, (vd) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action legal action brought against the any Debt Financing Sources Source Related Party in any way arising out of or relating to, to this Agreement, the any Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that no Debt Financing Source Related Party will have any liability to any of the Company, the Company’s Subsidiaries or their respective shareholders or Affiliates relating to or arising out of this Agreement, any Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company, the Company’s Subsidiaries or any of their respective Affiliates or shareholders shall bring or support any legal action (provided thatincluding any action, notwithstanding the foregoingcause of action, nothing herein shall affect the rights claim, cross-claim or third party claim of Parent any kind or description, whether in Law or in equity, whether in Contract or in tort or otherwise), against the any Debt Financing Sources Source Related Parties with respect Source relating to the or in any way arising out of this Agreement, any Debt Financing 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 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 (vig) agrees (i) that the any Debt Financing Sources Source Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting Section 9.15 (or the foregoing agreements definitions of any terms used in this Section 9.17 9.15) and (ii) to the extent any amendments to any provision of this Section 9.15 (or, solely as they relate to such Section, the definitions of any terms used in this Section 9.15) are materially adverse to any Debt Financing Source Related Party, such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the each applicable Debt Financing SourcesSource. Notwithstanding anything contained herein to the contrary, nothing in this Section 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.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Company Parties on behalf of itself and each of its subsidiaries controlled Affiliates hereby: (ia) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving all issues and questions concerning and against the Debt Financing Sources Related Parties, in any way arising out of or relating to, to this Agreement, the Debt Financing Agreement or any of the agreements 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 transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to (whether based in contract, tort or otherwise) or the exclusive jurisdiction of any federal or state court in the Borough of Manhattanperformance thereof, 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 by, and construed in accordance with the law of the State of Delaware)) shall be governed by with, the laws of the State of New York (York, without giving effect to any conflicts choice of law principles or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would result in cause the application of the laws of another jurisdiction)any jurisdiction other than the State of New York, (iib) agrees that it will not to bring or support any 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 any the Debt Financing Sources Related Party in any way arising out of or relating to, to this Agreement, the Debt Financing, the Definitive Debt Financing Agreements or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, in any forum other than any federal or state court in the Borough Supreme Court of Manhattan, 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 (iii) agrees that service of process upon and the Company or its subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 9.4appellate courts thereof), (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (vc) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law trial by jury in any Action legal action (whether in law or in equity, whether in contract or in tort or otherwise) brought against the Debt Financing Sources in any way arising (directly or indirectly) out of or relating to, to this Agreement, the Debt Financing, the Definitive Debt Financing Agreements or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, (provided that, notwithstanding the foregoing, nothing herein shall affect the rights d) agrees that none of Parent against the Debt Financing Sources Related Parties with respect will have any liability to any of the Seller, its Affiliates or their respective directors, officers, employees, agents, partners, managers, members and stockholders relating to or arising out of this Agreement, the Debt Financing or the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, and the Seller, its Affiliates or their respective directors, officers, employees, agents, partners, managers, members and stockholders 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 Sources relating to or in any way arising out of 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, and (vie) agrees (x) that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting Section 13.17 (or the foregoing agreements definitions of any terms used in this Section) and (y) to the extent any amendments to any provision of this Section 9.17 and 13.17 (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 provisions and defined term or provision would modify the definition substance of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in such Section) or, solely as they relate to such Section, the definitions of any way material and terms used) are adverse to the Debt Financing Sources Related Parties 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 13.17 shall in any way affect a party’s rights and remedies under the Definitive Financing Agreements to the extent they are a party thereto. [The remainder of this page has been intentionally left blank; the next page is the signature page.]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company Company, on behalf of itself and its subsidiaries Subsidiaries, hereby: (i) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing Sources Related Parties, Party and 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 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, against any Debt Financing Sources Related Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees that service of process upon the Company or its subsidiaries Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 9.49.06, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Action brought against the any Debt Financing Sources Related Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent against the vi) agrees that no Debt Financing Sources Related Parties 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 Affiliates in connection with respect to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder), whether in law or in equity, whether in contract or in tort or otherwise (provided that nothing in this Section 9.16 shall in any way limit or modify (a) any Debt Financing Source’s obligations to Parent or any Affiliate under the Debt Commitment Letter or (b) the rights of the Company and its Subsidiaries under any debt commitment letter or any definitive agreements relating to the Debt Financing executed in connection with the Debt Financing to the extent the Company and/or its Affiliates are party thereto) and (viviii) agrees 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 9.17 9.16 and ‎Section 8.02(e)(i) and such provisions (and any other provision of this Agreement to the definition extent an amendment, supplement, waiver or other modification of “Debt Financing Sources” and “Debt Financing Sources Related Parties” such provision would modify the substance of this Section) shall not be amended in any way material and materially adverse to the any Debt Financing Sources Related Parties without the prior written consent of the each related Debt Financing SourcesSource.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Company parties hereto, on behalf of itself and its subsidiaries Subsidiaries and affiliates, hereby: (ia) agrees that any Actionaction, 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 or any of the agreements entered into in connection herewith or with the Debt Financing or any of the Transactions 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, York and any appellate court thereof and each such party hereto irrevocably submits itself and its property with respect to any such Action 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)) action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (iib) agrees not to bring or support any Action 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 Related Party Source in any way arising out of or relating to, to this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iiic) agrees that service of process upon the Company any party hereto or its subsidiaries any of their Subsidiaries or affiliates in any such Action action or proceeding shall be effective if notice is given in accordance with Section 9.48.3, (ivd) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action action in any such court, (ve) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action action brought against the any Debt Financing Sources Source in any way arising out of or relating to, to this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that none of the Debt Financing Sources will have any liability relating to or arising out of this Agreement, the Debt Commitment Letter, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, and, in furtherance of the foregoing, each of the parties hereto agrees not to, and to cause its respective officers, directors, employees, attorneys, advisors, auditors, representatives and other agents not to, (x) seek to enforce this Agreement, the Debt Commitment Letter, or the definitive documents with respect to the Debt Financing against, make any claims for breach of any of the foregoing against, or seek to recover monetary damages from, any Debt Financing Source in connection with any of the foregoing or (y) seek to enforce any Debt Financing commitments against, make any claims for breach of the Debt Financing commitments of any Debt Financing Source against, or seek to recover monetary damages from, or otherwise sxx, any Debt Financing Source in connection with this Agreement, the Debt Commitment Letter, or the definitive documents with respect to the Debt Financing and the obligations of the Debt Financing Sources thereunder (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent Entities and its Subsidiaries against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated thereby or the any services thereunderthereby), (g) without limiting the generality of the foregoing clause (f), agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature and (vih) agrees that the Debt Financing Sources Related Parties are express third third-party beneficiaries of, and may enforce, any of the provisions (collectively, "Debt Financing Sources Protective Provisions") in this Agreement reflecting Section 7.2 (to the foregoing agreements in extent such section applies to the Debt Financing Sources), Section 7.3(e) (to the extent such section applies to the Debt Financing Sources) and this Section 9.17 8.12 and such provisions and the definition of “"Debt Financing Sources” and “Debt Financing Sources Related Parties” " shall not be amended in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself itself, its members, partners, the Company Subsidiaries, and its subsidiaries each of their respective Affiliates, directors, officers, shareholders, employees, representatives or agents hereby: (i) agrees that any 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 Sources Related Parties, arising arise out of or relating to, relate to this Agreement, the Debt Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services 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, 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 Legal Proceeding 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)) Legal Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application York, regardless of the laws that might otherwise govern under applicable principles of another jurisdiction)conflicts of laws, (ii) agrees not to bring or support or permit any Action of its controlled Affiliates to bring or support any kind Legal Proceeding by or descriptionbefore a Governmental Body (whether, whether in at law or in equity, whether in tort, contract or in tort or otherwise) that may be based upon, against any Debt Financing Sources Related Party in any way arising arise out of or relating to, relate to this Agreement, the Debt Financing, the Commitment Letter or any of the agreements (including the Commitment Letter) entered into in connection with the Financing or any of the Transactions 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 federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees that service of process upon the Company, the Company or Subsidiaries and each of its subsidiaries controlled Affiliates in any such Action Legal Proceeding by or proceeding before a Governmental Body shall be effective if notice is given in accordance with Section 9.49.6, (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 Action Legal Proceeding in any such court, (v) 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 Action such Legal Proceeding brought against the Debt Financing Sources in any way Related Parties directly or indirectly arising out of of, under or relating to, in connection with this Agreement, the Debt Financing Financing, the Commitment Letter or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder, (vi) agrees that this Agreement may not be enforced against any Financing Source Related Party or their Representatives and agrees that none of the Financing Source Related Parties will have any liability to the Company or 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 Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (provided whether, in equity or law, in tort, contract or otherwise) (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent the Buyer 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), ) and (vivii) agrees that the Debt Financing Sources 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 9.17 9.16 and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Source Related Parties” shall not be amended in any way material and adverse to the Debt Financing Sources Source Related Parties without the prior written consent of the Debt Financing Sources.. ** REMAINDER OF PAGE INTENTIONALLY LEFT BLANK **

Debt Financing Sources. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, the Company on behalf of itself each Seller Related Party and its subsidiaries herebyeach other Party hereto: (ia) agrees that it will not bring or support any ActionPerson, 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 permit 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 Affiliates to bring or support any Action 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 the Debt Financing Sources Related Party 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”) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating to, this Agreement, in any way to the Debt Financing or any of the Transactions contemplated hereby or thereby Commitment Letter or the performance of any services thereunder thereof or the financings contemplated thereby, in any forum other than any the federal or state court and New York State courts located in the Borough of Manhattan, Manhattan within the City of New York, New York, ; (iiib) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such 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 upon the Company or its subsidiaries against it for any such action brought in any such Action or proceeding shall be effective if notice is given court described in accordance with Section 9.4, clause (iva); (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 Action action in any such court, court described in clause (va); (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury agrees that a final judgment in any Action brought against 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 Sources 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 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 Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing Commitments or any the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the transactions contemplated thereby State of New York, without giving effect to principles or rules of conflict of laws to the any services thereunder), extent such principles or rules would require or permit the application of laws of another jurisdiction; and (vig) agrees that 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 (WHETHER AT LAW OR IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE) 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 Sources Related contrary contained in this Agreement, (x) the Lender Parties are express third intended third-party beneficiaries of, and may enforce, any shall be entitled to the protections of this SECTION 8.14 to the provisions in this Agreement reflecting same extent as if the foregoing agreements in this Section 9.17 and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall were parties to this Agreement; (y) this SECTION 8.14 (and any other provision of this 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 amended, supplemented, waived or otherwise modified in any way material and manner that is materially adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources; and (z) no Seller Related Party (other than the Parent and the Merger Sub) 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 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, the Company The parties hereby agree (on behalf of itself themselves, their respective Affiliates and its subsidiaries hereby: their respective Advisors) that (ia) agrees that no Debt Financing Source Related Party shall have any Actionliability (whether in contract or in tort, whether 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 Sources Source Related Parties, Party arising out of or relating to, to the transactions contemplated pursuant to this Agreement, the Debt Financing or any of the agreements entered into in connection with Financing, the Debt Financing or any of the Transactions contemplated hereby or thereby Commitment Letter or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any a state or federal or state court sitting in the Borough County of Manhattan, New York, (c) any interpretation of the Debt Commitment Letter will be governed by, and construed and interpreted in accordance with, the laws of the State of 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 the Debt Commitment Letter or in any definitive 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 the Delaware), (d) shall be governed by the laws of the State of New York (without giving effect to i) no party hereto will bring (or support any conflicts of law principles that would result party in the application of the laws of another jurisdictionbringing) any such claim, suit action or proceeding in any court other than a court specified in immediately preceding clause (b), (ii) agrees the Seller Group shall not to bring have any rights or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, claims against any Debt Financing Sources Source Related Party Party, in any way arising out of or relating to, to this Agreement, the Debt Financing or any of the Transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) 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 Action in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions contemplated hereby or thereby or the performance of any services thereunder (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing Agreement or any of the transactions contemplated thereby by this Agreement, or the in respect of any services thereunder)oral representations made or alleged to have been made in connection herewith or therewith, and (vi) agrees that including any dispute arising out of or relating in any way to the Debt Financing Sources 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 Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Financing 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 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 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 Agreement reflecting against any Debt Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing. For purposes of this Section 10.22, "Debt Financing Source Related Parties" means the Debt Financing Sources, 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 agreements 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 9.17 and such provisions and 10.22 shall limit the definition liability or obligations of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of to Buyer or any Affiliate thereof under the Debt Financing SourcesCommitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Company on behalf of itself and its subsidiaries herebyParties: (ia) agrees that any 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 Sources Related Parties, arising arise out of or relating to, relate to this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder against the Debt Financing Sources 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, York and any appellate court thereof and each party hereto Party irrevocably submits itself and its property with respect to any such Action action to the exclusive jurisdiction of such court, and such Action action (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter or in any definitive 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 Laws of the State of New York (without giving effect to any York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law principles that would result in the application of the laws of another jurisdiction)laws, (iib) agrees not to bring or support or permit any Action of its controlled Affiliates to bring or support any kind or description, action (whether in law or in equity, equity and whether in tort, contract or in tort or otherwise) that may be based upon, against any Debt Financing Sources Related Party in any way arising arise out of or relating to, relate to this Agreement, the Debt Financing or any of the Transactions agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against any Debt Financing Source in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) 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, (ivc) 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 Action action in any such court, (vd) 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 Action action brought against the Debt Financing Sources in any way directly or indirectly arising out of of, under or relating to, in connection with this Agreement, the Debt Financing Financing, the Debt Commitment Letter or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent 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), and (vie) agrees that the Debt Financing Sources Related Parties are express third third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 9.17 and such provisions 10.13 and the definition provisions of “Section 10.1(c), Section 10.10(b), Section 10.11 and Section 10.13 (and any other provisions of this Agreement to the extent a modification thereof would affect the substance of any of the foregoing) and (f) under no circumstances shall any Party to this Agreement be entitled to recovery from any Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in Source any way material and adverse consequential, indirect, punitive, exemplary or special damages arising out of or relating to the Debt Financing Sources Related Parties without the prior written consent of transactions contemplated by this Agreement or the Debt Financing SourcesFinancing.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each party hereto acknowledges and irrevocably agrees that the Company on behalf 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 itself and 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 hereby: 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 hereto agree (i) agrees that any Actionlegal action or proceeding, whether in at law or in equity, whether in contract or in tort or otherwise, involving the otherwise against any Debt Financing Sources Related Parties, Source arising out of or relating to, 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 Agreement or the performance of any services thereunder hereunder shall be subject to the exclusive jurisdiction of any state or federal or state court sitting in the Borough of Manhattan, Manhattan in the City and State of New York, New York, so long as such forum is and remains availableYork (whether a state or a federal Court), 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)from thereof, (ii) agrees not to bring that any legal action or support any Action of any kind or descriptionproceeding, whether in at law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party Source shall be governed by, and construed in any way arising out of or relating to, this Agreementaccordance with, the Debt Financing or any laws of the Transactions contemplated hereby or thereby or the performance State of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees that service not to bring or permit any of process upon the Company their Affiliates to bring or its subsidiaries support anyone else in bringing any such legal action in any such Action or proceeding shall be effective if notice is given in accordance with Section 9.4other court, (iv) that each of the parties hereto hereby irrevocably waives, waives any and all right to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby involving any of the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions contemplated hereby or thereby or the performance of any services thereunder (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent 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), and (viv) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, of this ‎Section 10.12 (and may enforce, any other provision of the provisions in this Agreement reflecting to the foregoing agreements in extent an amendment, supplement, waiver or other modification of such provision would modify the substance of this Section 9.17 Section) and this ‎Section 10.12 and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and materially adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources.. For the avoidance of doubt, nothing in this ‎Section 10.12 shall constitute a financing condition to the consummation of the Merger. [Remainder of Page Intentionally Left Blank] [Signature Pages Follow]

Debt Financing Sources. Notwithstanding anything Seller and its Affiliates, directors, officers, employees, agents, partners, managers, members or equityholders shall not have any rights or claims against any of the commercial banks, investment banks or other financial institutions providing financing to Buyer in connection with the transactions contemplated by this Agreement to the contraryand any arrangers, the Company on behalf of itself administrative agents, collateral agents or trustees involved in such financing, and its subsidiaries hereby: their respective Affiliates, officers, directors, employees, attorneys, advisors, agents and representatives (i) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving the each a “Debt Financing Sources Related PartiesParty”) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating to, this Agreement, the Debt Financing or in any of the agreements entered into in connection with the Debt Financing or any of the Transactions contemplated hereby or thereby or 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 or state court and New York State courts, in each case, located in the Borough of Manhattan, Manhattan within the City of New York, New York, so long as such forum is York 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 Laws of the State of New York (without giving effect to any conflicts of law principles that would result in and the application of the laws of another jurisdiction), (ii) agrees parties hereto will not to bring or support any Action claim or cause of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, action brought against any Debt Financing Sources Related Party in any way arising out of or relating to, this Agreement, the Debt Financing or any outside of the Transactions contemplated hereby or thereby or the performance of any services thereunder federal and New York State courts, in any forum other than any federal or state court each case, located in the Borough of Manhattan, Manhattan within the City of New York, New York, (iii) agrees that service of process upon the Company or its subsidiaries in . Each party hereto irrevocably waives any such Action or proceeding shall be effective if notice is given in accordance with Section 9.4, (iv) irrevocably waives, and all right to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the legal proceeding involving any Debt Financing Sources in any way Party arising out of or relating to, related to this Agreement, the Debt Financing Agreement 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 Parent 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), and (vi) agrees hereby. It is further agreed that the Debt Financing Sources Related Parties are express third intended third-party beneficiaries of, and may enforceshall be entitled to the protections of, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 9.17 10.18 (and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” this Section 10.18 shall not be amended in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing SourcesParties).

Debt Financing Sources. (a) Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself itself, its Subsidiaries and its subsidiaries Affiliates hereby: (i) agrees that any Actionaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing Sources Related PartiesParty, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing (including the Debt Commitment Letter) or any of the Transactions transactions contemplated hereby or thereby or the performance of any services 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, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto hereby irrevocably submits itself and its property with respect to any such Debt Financing Action to the exclusive jurisdiction of such court, and such Debt Financing Action (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing (including the Debt Commitment Letter) that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (ii) agrees not to bring or support support, or permit any of its Affiliates to bring or support, any Debt Financing 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 Related Party in any way arising out of or relating to, this Agreement, the Debt Financing (including the Debt Commitment Letter) or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees that service of process upon the Company or its subsidiaries in any such Debt Financing Action or proceeding shall be effective if notice is given in accordance with the procedures set forth in Section 9.49.7, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such any Debt Financing Action in any such courtcourt with respect to any Debt Financing Action involving any Debt Financing Sources Related Party, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law Law, trial by jury in any Debt Financing Action brought against the involving any Debt Financing Sources Related Party, as the case may be, in any way arising out of or relating to, this Agreement, the Debt Financing (including the Debt Commitment Letter) or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent 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), and (vi) agrees 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 9.17 9.14, and such provisions and the definition definitions of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended amended, modified or waived in any way material and that is adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing SourcesSources party to the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company Seller and each Seller Related Party, on behalf of itself and its subsidiaries Subsidiaries, hereby: (i) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing Sources Related PartiesSource, 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 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 DelawareNew 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, against any Debt Financing Sources Related Party Source in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees that service of process upon the Company Seller or its subsidiaries Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 9.410.5, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, (vi) agrees that no Debt Financing 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 any Seller Related Party (other than Purchaser and its Affiliates) in connection with this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent Purchaser against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated thereby hereby or the any services thereunder), and (viviii) agrees 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 9.17 and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources.Section

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company Company, on behalf of itself and its subsidiaries Subsidiaries, hereby: (i) agrees that any Actionjudicial, 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 otherwiseotherwise (collectively, “Actions”), involving the a Financing Source in respect of any Debt Financing Sources Related Parties(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 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 DelawareNew 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, against any Debt Financing Sources Related Party Source in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees that service of process upon the Company or its subsidiaries Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 9.47.9, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law all rights of trial by jury in any Action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, (provided vi) agrees that 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 Source will have any liability to the Company or any of its Subsidiaries (other than Parent and its Affiliates), and hereby waives any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated thereby hereby or the any services thereunder), and (viviii) agrees that the Debt Financing Sources Related Parties 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 9.17 7.13, and such provisions and the definition definitions of “Debt Financing Sources” and “Debt Financing Sources Related Parties” (and any other provision of this 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 amended, modified, waived or terminated in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources.. For purposes of this Section 7.13, “Debt Financing Sources” 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 this Exhibit A):

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company Seller, on behalf of itself itself, and its subsidiaries Controlled Affiliates hereby: (ia) agrees that any Actionproceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources or the Financing Related PartiesPersons, arising out of or relating to, this Agreement, the Debt Financing Agreement or any of the agreements entered into in connection with the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder hereby, shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New YorkYork (the “Chosen Financing Courts”), 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 proceeding 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 Chosen 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)Courts, (iib) agrees not to bring or support or permit any Action of its Controlled Affiliates to bring or support any proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Source or Financing Related Party Person in any way arising out of or relating to, this Agreement, the Debt Financing Agreement or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New YorkChosen Financing Courts, (iiic) agrees that service of process upon the Company or its subsidiaries in any such Action legal Proceeding or proceeding shall be effective if notice is given in accordance with Section 9.410.8, (ivd) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action proceeding in any such court, (ve) 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 Action proceeding brought against the any Debt Financing Sources Source or any Financing Related Person in any way arising out of or relating to, 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 Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing Agreement or any of the transactions contemplated thereby hereby, (g) agrees that none of the Debt Financing Sources or the Financing Related Persons shall have any services thereunderliability to the Seller and/or any of its Controlled Affiliates relating to or arising out of this 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 claims against, the Debt Financing Sources in connection therewith); provided, that nothing in this Agreement shall limit the liability of the Debt Financing Sources pursuant to the documentation related to the Debt Financing, including the Debt Commitment Letter, and (vih) agrees 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 of this Section 9.17 10.12 and that such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and adverse to the any Debt Financing Sources Related Parties Source without the prior written consent of the Debt Financing SourcesSources party to 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 herebySubsidiaries, each Seller Related Party and each of the other parties hereto, subject to the final sentence of this Section 11.19: (ia) agrees that it will not bring or support any Actionaction, 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 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 Related PartiesSources”), including but not limited to any dispute arising out of or relating to, this Agreement, in any way to the Debt Financing or any of the agreements Buyer’s debt financing arrangements entered into in connection with the transactions contemplated by this Agreement (the “Debt Financing or any of the Transactions contemplated hereby or thereby Financing”) or the performance of thereof or the transactions contemplated thereby, in any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court forum other than exclusively in the Borough Supreme Court of Manhattan, the State of New York, County of New York, so long as such forum 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 remains availableappellate courts thereof), and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action action to the exclusive jurisdiction of such court, and (b) agrees that any 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)) action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws Laws of another jurisdictionstate), except as otherwise provided in any applicable definitive document relating to the Debt Financing, including any debt commitment letter, (iic) agrees not that service of process, summons, notice or document by registered mail addressed to bring 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 permitted by law, any objection which it may now or support hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any Action such action in any such court, (e) waives to the fullest extent permitted by applicable Law all rights of trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) brought against the Debt Financing Sources arising out of or relating to, this Agreement, the Debt Financing, the debt commitment letter or any of the transactions contemplated hereby or thereby or the performance of any kind services thereunder, (f) 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 descriptionin any other manner provided by law, (g) agrees that none of the sources providing the Debt Financing will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, any applicable definitive document relating to the Debt Financing, including any 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, against any Debt Financing Sources Related Party 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 in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) 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 Action in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions contemplated hereby or thereby or the performance of any services thereunder (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent 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), and (vig) agrees that the Debt Financing Sources Related Parties are express third third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 9.17 11.19, Section 11.3 and Section 11.16, an each of such provisions and Sections shall expressly inure to the definition benefit of “Debt Financing Sources” and “the Debt Financing Sources Related Parties” and the Debt Financing Sources shall not be amended entitled to rely on and enforce the provisions of such Sections. No Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature. Notwithstanding (i) the foregoing, nothing in this Section 11.19 shall in any way material limit or modify the rights and adverse obligations of Buyer under this Agreement as with respect to the Debt Financing Sources 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 Parties 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 provision would modify the substance of such Sections) may not be 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.

Debt Financing Sources. Notwithstanding anything to the contrary contained in this Agreement Agreement, to the contraryextent applicable, each of the Company on behalf of itself and its subsidiaries herebyParties: (ia) agrees that any 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 it will not to bring or support any Action Person in any action, cause of any kind action, suit, litigation, arbitration, investigation, hearing or descriptionother legal proceeding, whether in at law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party 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 in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) 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 Action in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Debt Financing Sources in any way arising out of or relating to, 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 Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing Agreement or any of the transactions contemplated thereby hereby, including, but not limited to, any dispute arising out of or 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 services thereunder), forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (vib) agrees that that, except as specifically set forth in any such 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 exclusively 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 provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of New York; and (c) hereby waives, 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 that neither it, nor any of the Company Related Parties shall have any rights or claims against any Debt Financing Sources or their Affiliates or representatives, in any way relating to this Agreement, any Debt Financing, such Debt Commitment Letter or any of the transactions contemplated hereby, whether at law or in equity, in contract, in tort or otherwise; provided, however, that (i) the foregoing shall not apply to any breach by any Debt Financing Source or its Affiliates or representatives of any confidentiality obligation owing to the Company, Parent or their respective Affiliates and (ii) nothing in this Section 9.20 shall in any way limit or modify the rights and obligations of Parent or its Affiliates under any such Debt Commitment Letter. Notwithstanding anything to the contrary contained in this Agreement, (A) the Debt Financing Sources are express third intended third-party beneficiaries of, and may enforceshall be entitled to the protections of this Section 9.20 and (B) no amendments to any provision of this Section 9.20 (or solely for purposes of their use in such Section, the definitions of any terms used in any of the provisions in this Agreement reflecting the foregoing agreements in this Section 9.17 and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and Sections) that materially adverse to the Debt Financing Sources, shall be effective as to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing SourcesSources party to any Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, the Company Sellers, on behalf of itself themselves and its subsidiaries hereby: their Affiliates and representatives, hereby (i) agrees acknowledge that none of the Debt Financing Sources shall have any Actionliability under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby, 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 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 Sources Related Parties, arising out of or relating to, Source in connection with this Agreement, the Debt Financing or any of the agreements entered into in connection with Financing, the Debt Financing or any of the Transactions contemplated hereby or thereby Commitment Letter 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 transactions contemplated hereby. With respect to any such Action to the exclusive jurisdiction of such court, and such Action (except to the extent dispute or proceeding relating to this Section 14.20, the Sellers, on behalf of themselves and their Affiliates and representatives, (a) agree that all issues and questions concerning the construction, validity, interpretation and enforceability 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 Section 14.20 shall be governed by by, and construed in accordance with the law of the State of Delaware)) shall be governed by with, the laws of the State of New York (York, without giving effect to any conflicts choice of law principles or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would result in cause the application of the laws of another jurisdiction)any jurisdiction other than the State of New York, (iib) agrees not submit 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, against any Debt Financing Sources Related Party in any way arising out of or relating to, this Agreement, the Debt Financing or any exclusive jurisdiction of the Transactions contemplated hereby courts of the State of New York or thereby or federal courts of the performance United States of any services thereunder America, in any forum other than any federal or state court each case, sitting in the Borough of Manhattan, New Yorkand any appellate court from any thereof (the courts described in this clause (b), New Yorkthe "Applicable Courts"), and agree that all claims in respect of any such litigation may be heard and determined only in the Applicable Courts, (iiic) 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 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 Action proceeding in any Applicable Court, and (e) agree that a final judgment in any such court, (v) knowingly, intentionally proceeding shall be conclusive and voluntarily waives to the fullest extent permitted may be enforced in other jurisdictions by applicable Law trial suit or any other manner provided by jury law. Nothing in any Action brought against the Debt Financing Sources in any way arising out of or relating this Section 14.20 is intended to, this Agreementor shall, 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 or remedies of Parent against the actual parties to the Debt Financing Sources Related Parties with respect Commitment Letter related to the Debt Financing or any of the transactions contemplated thereby or the any services thereunder), and (vi) agrees 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 9.17 and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources.Documents therefor. * * * *

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, including anything in Sections 11.7 or 11.10, each of the Company parties hereto on behalf of itself and each of its subsidiaries Affiliates hereby: (ia) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related 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, to this Agreement, the Debt Financing or any of Financing, the Debt Letters, 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 New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, 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 Action dispute to the exclusive jurisdiction of such court, and agrees that any 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 by, and construed in accordance with with, the law of the State of Delaware)) shall be governed by 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 jurisdictionstate), except as otherwise set forth in the Debt Letters (including as it relates to (A) the interpretation of the definition of Material Adverse Effect (and whether or not a Material Adverse Effect has occurred)), (iiB) the determination of the accuracy of any Specified Merger Agreement Representations (as such term is defined in the Commitment Letter) and whether as a result of any inaccuracy thereof 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 or decline to consummate the Closing (in accordance with the terms hereof) as a result thereof and (C) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof and in any claims or disputes arising out of any such determination or any aspect thereof, which shall in each case be governed by, and construed in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under any applicable principles of conflicts of laws thereof, (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any 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 the Debt Financing Sources Related Party or the Debt Financing Representatives in any way arising out of or relating to, to this Agreement, the Debt Financing, the Debt Letters, 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 federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (iii) 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, (ivc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such courtSubject Court, (vd) agrees that service of process upon it or any of its Subsidiaries in any such Action shall be effective if notice is given in accordance with Section 11.2, (e) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action involving any Debt Financing Source or the transactions contemplated hereby, any 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 law trial by jury in any Action brought against 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 way of their respective Affiliates or Representatives, in each case, solely relating to or arising out of this Agreement (and not relating to or relating to, this Agreement, arising out of 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 Parent against the Additional Debt Financing Sources Related Parties with respect to the Debt Financing or in any of the transactions contemplated thereby or the any services thereunderway), whether in law or in equity, whether in contract of in tort or otherwise and (vih) agrees (x) that the Debt Financing Sources Related Parties and the Debt Financing Representatives are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting Section 11.13 (or the foregoing agreements definitions of any terms used in this Section 9.17 11.13) and (y) to the extent any amendments to any provision of this Section 11.13 or Section 10.2 (or, solely as they relate to such provisions Sections, the definitions of any terms used in this Section 11.13 and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and Section 10.2) are adverse to the Debt Financing Sources Related Parties 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 11.13 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 Letters 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 Company, on behalf of itself and its subsidiaries herebySubsidiaries and controlled Affiliates, and each other party hereto: (i) agrees that any ActionLegal 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 Sources Related PartiesParty, 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 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 Party irrevocably submits itself and its property with respect to any such Action Legal Proceeding to the exclusive jurisdiction of such court, and such Action Legal Proceeding (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)Agreement) 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 Legal Proceeding of any kind or description, whether in law Law or in equity, whether in contract Contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees that service of process upon the Company or its subsidiaries in any such Action or proceeding Legal Proceeding shall be effective if notice is given in accordance with Section 9.49.2, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Legal Proceeding in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action Legal Proceeding brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, (vi) agrees that none of the Debt Financing Related Parties will have any liability or obligations to the 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 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 the Parent Related Parties against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated thereby hereby or the any services thereunder), and (vivii) agrees that the Debt Financing Sources 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 this Agreement reflecting Debt Commitment Letter), the foregoing agreements in 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) and this Section 9.17 9.15, and such provisions (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 definition definitions of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended amended, modified or waived (including any definitions in this Agreement to the extent such amendment or waiver would modify any such foregoing Sections or provisions) in any way material and materially adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing SourcesSources party to 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 of the Company parties on behalf of itself and each of its subsidiaries Affiliates hereby: (ia) agrees that any Action, legal action (whether in law at Law or in equity, whether in contract Contract or in tort or otherwise), involving the Debt Financing Sources Related PartiesSources, arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing 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 New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, 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 Action legal action to the exclusive jurisdiction of such courtSubject Courts and agrees that any such dispute shall be governed by, and such Action construed in accordance with, the Laws of the State of New York, except as otherwise set forth in the Debt Financing documentation with respect to (except to the extent relating to i) the interpretation of the definition of Material Adverse Effect (and whether or not a Material Adverse Effect has occurred), (ii) the determination of the accuracy of any provisions “specified acquisition agreement representation” (as such term or similar term is defined in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that documentation) and whether as a result of any inaccuracy thereof the interpretation Buyer or any of such provisions its Affiliates has the right to terminate its or their obligations hereunder pursuant to Section 9.1(b) or decline to consummate the Closing as a result thereof pursuant to Section 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)) shall be governed by the laws of the State of New York (, without giving effect to any conflicts choice or conflict of law principles Law provision or rule that would result in cause the application of the laws Laws of another any other jurisdiction), (iib) agrees not to bring or support or permit any Action of its 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 at Law or in equity, whether in contract Contract or in tort or otherwise), against any the Debt Financing Sources Related Party in any way arising out of or relating to, to this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (iii) 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, (ivc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action legal action in any such courtSubject Court, (vd) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action legal action brought against the Debt Financing Sources in any way arising out of or relating to, to this Agreement, the Debt Financing Financing, or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Sources will have any liability to any of the Sellers, the Business Entities or their respective Affiliates relating to or arising out of this Agreement, the Debt Financing, or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Sellers, the Business Entities or any of their respective Affiliates shall bring or support any legal action (provided thatincluding any action, notwithstanding the foregoingcause of action, nothing herein shall affect the rights claim, cross-claim or third party claim of Parent 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 Related Parties with respect relating to or in any way arising out of this Agreement, the Debt Financing Financing, 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 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 (vig) 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 Section 10.22 (or the foregoing agreements definitions 84 of any terms used in this Section 9.17 10.22) and (ii) to the extent any amendments to any provision of this Section 10.22 (or, solely as they relate to such provisions and Section, the definition definitions of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended any terms used in any way material and this Section 10.22) are materially adverse to the Debt Financing Sources Related Parties 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 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.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each member of the Company Parent Group and the Company, on behalf of itself itself, and its subsidiaries each of their respective Subsidiaries and controlled Affiliates hereby: (ia) agrees that any 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 (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the Transactions 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 (b) agrees that any 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 jurisdictionState), except as may otherwise be provided in the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing, (iic) agrees not to bring or support or permit any of its Subsidiaries or controlled Affiliates 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, against any Debt Financing Sources Related Party in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any document relating to the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iiid) agrees that service of process upon any member of the Company Parent Group, the Company, or its subsidiaries their respective Subsidiaries or controlled Affiliates in any such Action or proceeding shall be effective if notice is given in accordance with Section 9.411.01, (ive) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (vf) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law trial by jury in any such Action, including any Action brought against the Debt Financing Sources Parties in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any document relating to the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, (provided thatg) agrees that (i) none of the members of the Parent Group, notwithstanding the foregoingCompany or any of their respective Subsidiaries or controlled Affiliates (in each case, nothing herein other than Buyer or its Subsidiaries) shall affect the have any rights or claims against any Debt Financing Party in any way arising out of Parent against or relating to, this Agreement, the Debt Financing Sources Related Parties with respect to Financing, the Debt Financing Commitment 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 (viii) none of the Debt Financing Parties will have any liability (including by way of consequential, punitive or indirect damages of a tortious nature) to any member of the Parent Group, the Company or any of their respective Subsidiaries or controlled Affiliates or representatives (in each case, other than Buyer or its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (h) agrees 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 of this Section 9.17 11.14, and that such provisions and the definition definitions of “Debt Financing SourcesEntities” and “Debt Financing Sources Related Parties” shall not be amended in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing SourcesParties) and (i) Buyer may assign its rights under this Agreement to any Debt Financing Entity as collateral security.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Company parties on behalf of itself and each of its subsidiaries controlled Affiliates hereby: (ia) agrees that any Action, legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing Sources Related PartiesSources, arising out of or relating to, to this Agreement, the Debt Financing or any of Financing, the Debt Commitment Letter, the definitive agreements entered into in connection with the Debt Financing (the “Definitive Debt Financing Agreements”) 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 New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, 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 Action legal action to the exclusive jurisdiction of such court, court and agrees that any 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 dispute shall be governed by by, and construed in accordance with with, the law of the State of Delaware)) shall be governed by 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 jurisdiction)York, (iib) agrees not to bring or support or permit any Action 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 any the Debt Financing Sources Related Party in any way arising out of or relating to, to this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Agreements or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (iii) 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, (ivc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action legal action in any such courtSubject Court, (vd) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action legal action (whether in law or in equity, whether in contract or in tort or otherwise) brought against the Debt Financing Sources in any way arising (directly or indirectly) out of or relating to, to this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Agreements or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, (provided that, notwithstanding the foregoing, nothing herein shall affect the rights e) agrees that none of Parent against the Debt Financing Sources Related Parties will have any liability to the Seller, its Affiliates or 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 respect the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Agreements, any of the transactions contemplated hereby or 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 the Seller and each of its 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 Sources relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing 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 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 (vig) agrees (x) that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in Section 9.3 and this Agreement reflecting Section 11.10 (or the foregoing agreements definitions of any terms used in this Section 9.17 11.10) and (y) to the extent any amendments to any provision of this Section 11.10 (or, solely as they relate to such Section, the definitions of any terms used in this Section 11.10) relate to the provisions and of this Section 11.10, the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and or are otherwise materially adverse to the Debt Financing Sources Related Parties 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 11.10 shall in any way affect Buyer’s or any of its Affiliates’ rights and remedies under any agreement under the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company Company, on behalf of itself and its subsidiaries Subsidiaries and controlled Affiliates, hereby: (i) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving the by or against any Debt Financing Sources Related PartiesParty, 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 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)Agreement) 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, against any Debt Financing Sources Related Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) 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 9.410.02, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, (vi) agrees that none of the Debt Financing Related Parties will have any liability to the Company (in each case, other than the Parent Related Parties) relating to or arising out of this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any 77 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 the Parent Related Parties against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated thereby hereby or the any services thereunder), and (vivii) agrees 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 Section 10.06 and this Section 9.17 10.16, and such provisions (viii) Section 10.06 and this Section 10.16 and the definition definitions of “Material Adverse Effect”, “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended amended, modified or waived (including any definitions in this Agreement to the extent such amendment or waiver would modify any such foregoing Sections or provisions (including for the avoidance of doubt the definition of “Material Adverse Effect”)) in any way material and materially adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources.Sources party to 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 and Parent, on behalf of itself themselves and its subsidiaries their Subsidiaries, hereby: (i) agrees (x) agree that any Actionaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing Sources Related PartiesParty, 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 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 (y) irrevocably submits itself and its property with respect to any such Action action to the exclusive jurisdiction of such court, and such Action 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 DelawareNew 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 agree not to bring or support, or permit any of their Affiliates to bring or support any Action 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 Related Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees agree that service of process upon the Company or its subsidiaries Parent, or any of their Subsidiaries in any such Action action or proceeding shall be effective if notice is given in accordance with Section 9.4‎Section 11.01, (iv) irrevocably waiveswaive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action action in any such court, (v) knowinglywaive, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law, all rights of trial by jury in any Action action brought against the Debt Financing Sources Related Parties in any way arising out of or relating to, to this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, (vi) agree that no Debt Financing Sources Related Party will have any liability to the Company or any of its Subsidiaries in connection with this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated thereby hereby or the any services thereunder), ) and (vivii) agrees agree that (x) 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 9.17 and such provisions and ‎Section 11.04(b) (solely to the definition of “extent that it relates to the Debt Financing Sources” ) and “Debt Financing Sources Related Parties” 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 substance of this ‎Section 11.14) shall not be amended in any way material and materially adverse to the any Debt Financing Sources Source Related Parties without the prior written consent of the each related Debt Financing SourcesSource. This ‎Section 11.14 will, with respect to the matters referenced herein, supersede any provisions of this Agreement to the contrary. The provisions of this ‎Section 11.14 will survive any termination of this Agreement. [The remainder of this page has been intentionally left blank; the next page is the signature page.]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Truist Parties, the Company and each Truist Related Party, on behalf of itself and its subsidiaries Affiliates, hereby: (i) agrees that any Actionclaim or action, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing Sources Related PartiesSources, 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 transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any 121 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 claim or action to the exclusive jurisdiction of such court, and such Action claim or 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)Agreement) 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), except as otherwise set forth in the Debt Commitment Letter, including with respect to (a) the interpretation of the definition of Material Adverse Effect (and whether or not a Material Adverse Effect has occurred), (b) the determination of the accuracy of any “specified acquisition agreement representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof any Buyer Entity or any of their Affiliates has the right to terminate their obligations hereunder pursuant to ‎Section 9.01(d) or decline to consummate the Closing as a result thereof pursuant to ‎Section 8.02(a) and (c) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the Laws of the State of Delaware (without giving effect to any 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 claim or 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 Related Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees that service of process upon the Company Truist or its subsidiaries Affiliates in any such Action claim or action or proceeding shall be effective if notice is given in accordance with Section 9.4‎Section 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 Action claim or action in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Applicable Law all rights of trial by jury in any Action claim or action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent against the vi) agrees that no Debt Financing 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 any Truist Related Parties Party (other than the Buyer Entities and their Affiliates) in connection with respect to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder), whether in law or in equity, whether in contract or in tort or otherwise and (viviii) agrees 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 ‎Section 9.03(b) and this Section 9.17 ‎Section 11.16 and such provisions (and any other provision of this Agreement to the definition extent an amendment, supplement, waiver or other modification of “Debt Financing Sources” and “Debt Financing Sources Related Parties” such provision would modify the substance of this Section) shall not be amended in any way material and materially adverse to the any Debt Financing Sources Related Parties 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 SourcesSources under the Debt Commitment Letter or any definitive documentation with respect to the Debt Financing.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company each Seller, on behalf of itself and its subsidiaries Subsidiaries, hereby: (i) agrees that any Actionaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing Sources Related PartiesSource, 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 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 thereof, and each party hereto irrevocably submits itself and its property with respect to any such Action 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)) action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (ii) agrees not to bring or support any Action 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 Related Party Source in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees that service of process upon the Company each Seller or its subsidiaries Subsidiaries in any such Action action or proceeding shall be effective if notice is given in accordance with Section 9.49.2, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action action in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Action action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, (vi) agrees that no Debt Financing 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 any Seller or any of its Subsidiaries in connection with this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent Buyer against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated thereby hereby or the any services thereunder), and (viviii) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in Section 8.2 (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) or this Agreement reflecting Section 9.18 that in each case reflect the foregoing agreements set forth in this Section 9.17 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 definition definitions of “Debt Financing Sources” and “Debt Financing Sources Related Parties” (and any other provision of this 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 way material and materially adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources. For purposes of this Section 9.18 (other than with respect to the parties that have a consent right over adverse amendments, supplements, waivers, or other modifications to this Agreement), “Debt Financing Sources” includes all Debt Financing Sources Related Parties.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself itself, its Subsidiaries and each of its subsidiaries controlled Affiliates hereby: (i) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related 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, this Agreement, the any Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the Transactions 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 Party irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, and (ii) agrees that any 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 jurisdictionstate), except as otherwise provided in any applicable definitive document relating to the Debt Financing, (iiiii) agrees not to bring or support or permit any of its controlled Affiliates 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, against any Debt Financing Sources Related Party 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, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iiiiv) agrees that service of process upon the Company Company, its Subsidiaries or its subsidiaries controlled Affiliates in any such Action or proceeding shall be effective if notice is given in accordance with Section 9.4clause 27, (ivv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (vvi) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Debt Financing Sources 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, this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, (provided that, notwithstanding the foregoing, nothing herein shall affect the rights vii) agrees that none of Parent against the Debt Financing Sources Related Parties Sources, solely in their respective capacities as lenders or arrangers in connection with respect 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 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 (viviii) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in of this Agreement reflecting the foregoing agreements in this Section 9.17 clause 31 and that such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Primary Debt Financing Sources.

Debt Financing Sources. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, the Company on behalf of itself and its subsidiaries herebyeach Party: (ia) agrees that it will not bring any Actionaction, whether in law suit, proceeding, cause of action, claim, cross-claim 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 third-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 claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources of the debt financing sources (or any Lender Related Party Party) in any way relating to this Agreement or any of the Transactions, including any dispute arising out of or relating toin any way to the Financing, this Agreement, the Debt Financing or any of the Transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any the federal or state court and New York State courts located in the Borough of Manhattan, Manhattan of the City of New York, New York, ; (iiib) agrees that service all claims or causes of process upon action (whether in law, in equity, in contract, in tort or otherwise) against any of the Company debt financing sources (or its subsidiaries any Lender Related Party) in any such Action or proceeding way relating to the Financing, shall be effective if notice is given exclusively governed by, and construed in accordance with Section 9.4, (iv) irrevocably waives, to the fullest extent that it may effectively do sowith, the defense Laws of an inconvenient forum the State of New York; and (c) hereby irrevocably and unconditionally waives any right such party may have to the maintenance of such Action in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law a trial by jury in respect of any Action brought against the Debt Financing Sources litigation (whether in any way law or in equity; whether in contract or in tort or otherwise) directly or indirectly arising out of or relating toin any way to the Financing. Notwithstanding anything to the contrary contained this Agreement, (i) the Seller, the Company and their respective Subsidiaries and their respective Representatives, 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, 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 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 or any of debt financing sources (and 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 Parent against the Debt Financing Sources Lender Related Parties with respect to the Debt Financing or any of the transactions contemplated thereby or the any services thereunder), and (viParties) agrees that the Debt Financing Sources Related Parties are express third intended third-party beneficiaries of, and may enforce, any shall be entitled to the protections of the provisions in this Agreement reflecting provision (it being understood that the foregoing agreements in this Section 9.17 and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall may not be amended in any way material and a manner adverse to the Debt Financing Sources debt financing sources (or the Lender Related Parties Parties) in any material respect without the their prior written consent of the Debt Financing Sourcesconsent).

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Company Parties on behalf of itself and its subsidiaries each of their Affiliates hereby: (ia) agrees that any Action, whether in law or in equity, all Actions (whether in contract or in tort or otherwise, involving ) against the Debt Financing Sources Related Parties, arising out of or relating to, to this Agreement, the Debt Financing or any of the definitive agreements entered into in connection with providing for the Debt Financing (collectively, the “Debt Financing Agreements”) or any of the Transactions 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 Manhattangoverned by, 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 with, the laws of the State of New York (York, without giving effect to any conflicts choice of law principles or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would result in cause the application of the laws of another jurisdiction), any jurisdiction other than the State of New York except as otherwise provided in any Debt Financing Agreement; (iib) agrees that it will 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, ) against any the Debt Financing Sources Related Party in any way arising out of or relating to, to this Agreement, the Debt Financing, the Debt Financing Agreements or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in (i) the Borough Supreme Court of Manhattan, 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 (iiiand the appellate courts thereof), or (ii) as otherwise provided in any Debt Financing Agreement; (c) agrees that service of process upon the Company or its subsidiaries in any such Action or proceeding shall be effective if notice is given delivered in accordance with Section 9.4, 9.01 shall be effective service of process against it for any such Action brought in any such court; (ivd) irrevocably 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 Action in any such court, ; (ve) 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 Action brought against such Action; (f) agrees that none of the Debt Financing 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 Financing Agreements or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, none of the Seller Parent and its Affiliates (provided thatincluding, notwithstanding prior to the foregoingClosing, nothing herein the Business Companies) and their respective directors, officers, employees, agents, partners, managers, advisors, members and stockholders shall affect bring or support any Action (whether in contract or in tort or otherwise) against any of the rights Debt Financing Sources, and none of Parent against the Debt Financing Sources Related Parties with respect to 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 the Seller Parent or any of its 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 Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder), ; and (vig) agrees (x) that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting Section 9.19 (or any of the foregoing agreements defined terms used in this Section 9.17 9.19) and (y) to the extent any amendments to any provision of this Section 9.19 (or any of the defined terms used in this Section 9.19 or any other provision of this Agreement to the extent a modification, waiver or termination of such provisions and defined term or provision would modify the definition substance of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and this Section 9.19 or such defined terms) are adverse to the Debt Financing Sources Related Parties 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 9.19 shall in any way affect a party’s rights and remedies against the Debt Financing Sources or Buyer or its Affiliates under the Debt Financing 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 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 Company Commitment Letter or any other agreement entered into with respect to the Debt Financing), each of the Parties on behalf of itself and each of its subsidiaries Affiliates hereby: (ia) agrees that any Action, legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Committed Financing Sources Related PartiesSources, arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing 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 New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, 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 Action action to the exclusive jurisdiction of such courtcourt and agrees that any such dispute shall be governed by, and such Action construed in accordance with, the Laws of the State of New York (except to provided, however, that notwithstanding the extent relating to forgoing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, it is understood and agreed that (i) the interpretation of the definition of “Material Adverse Effect” (and whether or not a “Material Adverse Effect” has occurred), (ii) the determination of the accuracy of any provisions “certain funds representation” (as such term or similar term may be defined in this Agreement the Bridge Financing Agreement) or “specified acquisition agreement representation” (including as such term or similar term may be defined in the Commitment Letter) and whether as a result of any provision inaccuracy thereof JBT, the Bidder or any of their respective Affiliates have the right to terminate its or their obligations hereunder pursuant to Section 13 or decline to consummate the Closing as a result thereof pursuant to Section 14 and (iii) the determination of whether the Closing has been consummated in any documentation related to all material respects in accordance with the Debt Financing that expressly specifies that the interpretation of such provisions terms hereof, shall in each case be governed by and construed in accordance with the law Laws of the State of Delaware)) shall be governed by the laws of the State of New York (, without giving effect to any conflicts choice or conflict of law principles provision or rule that would result in cause the application of the laws Laws of another 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, (iib) agrees not to bring or support or permit any Action of its 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 Debt the Committed Financing Sources Related Party in any way arising out of or relating to, to this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (iii) 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, (ivc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action action in any such courtSubject Court, (vd) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law legal requirements trial by jury in any Action legal action brought against the Debt Committed Financing Sources in any way arising out of or relating to, to this Agreement, the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Committed Financing Sources will have any liability to any of the Company, its Subsidiaries or their respective Affiliates relating to or arising out of this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (provided thatand that none of the Company, notwithstanding its Subsidiaries or 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 foregoing, nothing herein shall affect the rights of Parent against the Debt Committed Financing Sources Related Parties with respect relating to or in any way arising out of this Agreement, the Debt Financing 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 Committed Financing 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 (vig) agrees (x) that the Debt Committed 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 Section 14.5 or this Section 9.17 16.2 (and the definitions of any terms used in Section 14.5 or this Section 16.2) and (y) to the extent any amendments to any provision of Section 14.5 or this Section 16.2 (or, solely as they relate to such Section, the definitions of any terms used in Section 14.5 or this Section 16.2) are adverse to the Committed Financing Sources, such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Committed Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 16.2 shall in any way affect any Party’s or any of their respective Affiliates’ rights and remedies under any binding agreement between a Committed Financing Source and such party.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company each party hereto, on behalf of itself itself, its respective Subsidiaries and each of its subsidiaries respective controlled Affiliates hereby: (ia) agrees that any Actionaction, whether in law suit or in equityproceeding of any kind or description, whether in contract or in tort or otherwise, involving the Debt Financing Sources Related PartiesSources, arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing and/or the Best Efforts Debt Financing or any of the Transactions 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 action, suit or proceeding to the exclusive jurisdiction of such court; (b) agrees that any such action, 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 suit or proceeding shall be governed by and construed and enforced in accordance with the law of the State of Delaware)) shall be governed by the laws laws, rules or provisions of the State of New York York, including its statute of limitations (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), ; (iic) agrees not to bring or support or permit any Action of its controlled Affiliates to bring or support any action, suit or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party Source in any way arising out of or relating to, to this Agreement, the Debt Financing, the Debt Commitment Letter, the Best Efforts Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) 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, (ivd) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action action, suit or proceeding in any such court, ; (ve) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law trial by jury in any Action action, suit or proceeding brought against the Debt Financing Sources in any way arising out of or relating to, to this Agreement, the Debt Financing, the Best Efforts Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder; (provided that, notwithstanding the foregoing, nothing herein shall affect the rights f) agrees that none of Parent against the Debt Financing Sources Related Parties with respect 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 or any of the transactions contemplated hereby or thereby or the performance of any services thereunder), and whether in law or in equity, whether in contract or in tort or otherwise, (vig) agrees that (and each other party hereto agrees that) the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, enforce any of the provisions in this Agreement reflecting the foregoing agreements in of Section 7.4(c) and this Section 9.17 8.17, which shall be binding on all successors and such provisions assigns of the Parent, Merger Sub, and the definition Company and any of its Subsidiaries or any of their respective Affiliates or representatives; and (h) agrees that the provisions of this Section 8.17 and the definitions of “Debt Financing Sources” (and “Debt Financing Sources Related Parties” any other provisions of this Agreement to the extent a modification thereof would affect the substance of any of the foregoing) shall not be amended in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter. Notwithstanding the foregoing, nothing in this Section 8.17 shall in any way 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 itself, its Affiliates, and its Affiliates’ respective officers, directors, equity holders, employees and agents) under the Debt Commitment Letter and/or the Best Efforts Debt Financing documentation.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company Seller on behalf of itself itself, its Subsidiaries, and its subsidiaries each of their respective controlled Affiliates hereby: (i) agrees that any 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 Sources Related Parties, arising arise out of or relating to, relate to this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the Transactions transactions contemplated hereby or thereby or the performance of any services 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, 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 the Debt Commitment Letter or in any definitive 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 the 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 York, regardless of the laws that might otherwise govern under applicable principles of another jurisdiction)conflicts of laws, (ii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Action of any kind or description, (whether in law or in equitytort, whether in contract or in tort or otherwise) that may be based upon, against any Debt Financing Sources Related Party in any way arising arise out of or relating to, relate to this Agreement, the Debt Financing or any of the Transactions agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against any Debt Financing Source Related Party in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees that service of process upon the Company Seller, its Subsidiaries or its subsidiaries their respective controlled Affiliates in any such Action or proceeding shall be effective if notice is given in accordance with Section 9.49.1, (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 Action in any such court, (v) 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 Action brought against the Debt Financing Sources in any way directly or indirectly arising out of of, under or relating to, in connection with this Agreement, the Debt Financing Financing, the Debt Commitment Letter or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder, (vi) agrees that none of the Debt Financing Source Related Parties will have any Liability to the 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 or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (provided thatwhether in tort, notwithstanding the foregoing, nothing herein shall affect the rights of Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing contract or any of the transactions contemplated thereby or the any services thereunder), otherwise) and (vivii) agrees that the Debt Financing Sources 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 9.17 and 9.16 (including, for the avoidance of doubt, Section 9.4 (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 Sources Source Related Parties” shall not be amended in any way material and adverse to the Debt Financing Sources Source Related Parties without the prior written consent of the Debt Financing Sources. Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the Seller or any of its Affiliates be entitled to, or permitted to seek, specific performance in respect of any Debt Financing Source Related Party related to the Debt Financing under the terms of this Agreement prior to the Principal Closing Date, 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 Letter or any other agreements relating to the Debt Financing. [Signature Page Follows.]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, but without affecting the Company terms of any agreement in respect of any Financing, Seller and each of the Companies, on behalf of itself and its subsidiaries each of their respective controlled Affiliates (but not, for the avoidance of doubt, Buyer) hereby: (ia) agrees that any Actionsuit, whether in law action or in equity, whether in contract or in tort or otherwise, proceeding involving the Debt Financing Sources Related Parties, arising out of or relating to, to this Agreement, the any Debt Financing Agreement of Buyer related to the transactions contemplated by this Agreement or any of the agreements entered into in connection with the Debt Financing or any of the Transactions 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 suit, action or proceeding to the exclusive jurisdiction of such court; (b) agrees that any such suit, 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)) action or proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), ; (iic) agrees not to bring or support or permit any Action of its controlled Affiliates to bring or support any suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, description against any Debt Financing Sources Related Party Source in any way arising out of or relating to, this Agreement, the any Debt Financing Agreement of Buyer related to the transactions contemplated by this Agreement or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, ; (iii) 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, (ivd) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action suit, action or proceeding in any such court, ; (ve) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law trial by jury in any Action brought against suit, action or proceeding involving the Debt Financing Sources in any way arising out of or relating to, this Agreement, the any Debt Financing Agreement of Buyer related to the transactions contemplated by this Agreement or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder; (provided that, notwithstanding the foregoing, nothing herein shall affect the rights f) agrees that none of Parent against the Debt Financing Sources Related Parties with respect 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 Debt Financing 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; (g) hereby waives any and all claims and causes of action against the Debt Financing Sources 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; (h) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate, and not to assist) any suit, action or proceeding against any Debt Financing Source under this Agreement, any Debt Financing Agreement of Buyer related to the transactions contemplated by this Agreement or the transactions contemplated hereby or thereby; (vii) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in of this Agreement reflecting ‎Section 11.15; and (j) agrees that the foregoing agreements in provisions of this Section 9.17 and such provisions ‎Section 11.15 and the definition of “Debt Financing Sources” (and “Debt Financing Sources Related Parties” any other provisions of this Agreement to the extent a modification thereof would affect the substance of any of the foregoing) shall not be amended in any way material and manner materially adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company Seller and each Seller Related Party, on behalf of itself and its subsidiaries Subsidiaries, hereby: (ia) agrees that any ActionDispute, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing Sources Related PartiesParty, arising out of or relating to, this Agreement, the Financing, the Debt Financing Commitment Letter or any of the agreements entered into in connection with the Debt Financing or any of the Transactions 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 Dispute to the exclusive jurisdiction of such court, and such Action Dispute (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 DelawareNew 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), (iib) agrees not to bring or support any Action Dispute of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to, this Agreement, the Financing, the Debt Financing Commitment Letter or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iiic) agrees that service of process upon the Company Seller or its subsidiaries Subsidiaries in any such Action Dispute or proceeding shall be effective if notice is given in accordance with Section 9.410.2, (ivd) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Dispute in any such court, (ve) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Action Dispute brought against the Debt Financing Sources Related Parties in any way arising out of or relating to, this Agreement, the Financing, the Debt Financing Commitment Letter or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, (f) agrees that no Debt Financing 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 hereby or thereby, (g) agrees that no Debt Financing Sources Related Party will have any liability to any Seller Related Party (other 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 Parent Buyer against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated thereby hereby or the any services thereunder), ) and (vih) agrees 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 9.17 10.16 and such provisions (and any other provision of this Agreement to the definition extent an amendment, supplement, waiver or other modification of “Debt Financing Sources” and “Debt Financing Sources Related Parties” such provision would modify the substance of this Section 10.16) shall not be amended in any way material and materially adverse to the any Debt Financing Sources Source Related Parties without the prior written consent of the each related Debt Financing Sources.Source. 109

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself and each of its subsidiaries Affiliates and its and their respective directors, officers, employees and equityholders hereby: (ia) agrees that any Actionproceeding, 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 (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 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 State of Manhattan, New York, York or of the United States District Court sitting in the borough of Manhattan in the City and State of 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 proceeding to the exclusive jurisdiction of such court, and (b) agrees that any 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)) proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), (iic) agrees not to bring or support or permit any Action of its Affiliates to bring or support any proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party 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 transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough State of Manhattan, New York or of the United States District Court sitting in the borough of Manhattan in the City and State of New York, New York,, (iiid) agrees that service of process upon the Company or its subsidiaries such party in any such Action proceeding or proceeding shall be effective if notice is given in accordance with Section 9.49.02, (ive) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action proceeding in any such court, (vf) knowinglyKNOWINGLY, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any 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 Sources in Related Parties 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 or any of the Transactions transactions contemplated hereby or thereby or the performance of any services thereunder (provided thatthereunder, notwithstanding nor shall the foregoing, nothing herein shall affect the rights 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 Sources Related Parties with respect to the providing such Debt Financing or any of the transactions contemplated thereby or the any services thereunder), and (vih) agrees 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 Section 8.03(c) and this Section 9.17 9.12 (and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and materially adverse to any of the Debt Financing Sources Related Parties Party without the prior written consent of any Debt Financing Source so adversely affected); provided, that, notwithstanding the foregoing, nothing in this Section 9.12 shall in any way limit or modify the rights and obligations of Parent under this Agreement or the Debt Commitment Letter or any Debt Financing SourcesSource’s obligations to Parent under the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything to the contrary contained in this Agreement to Agreement, each of the contrary, the Company on behalf of itself and its subsidiaries herebyparties hereto: (i) agrees that any 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 it will not to bring or support any Action 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 Related Party (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 to, this Agreement, in any way to the Debt Financing or any of the Transactions contemplated hereby or thereby Commitment Letter or the performance of any services thereunder thereof or the financings contemplated thereby, in any forum other than any the federal or and New York state court courts located in the Borough of Manhattan, Manhattan within the City of New York, New York, ; (iiiii) agrees that service that, except as specifically set forth in the Debt Commitment Letter, all claims or causes of process upon the Company action (whether at law, in equity, in contract, in tort or its subsidiaries in otherwise) against 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 Action in any such court, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against 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) directly or indirectly arising out of or relating toin 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 Corporation, the Representative, and their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any rights or claims against any Debt Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and 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 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 Parent 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), and (vi) agrees that the Debt Financing Sources Related Parties are express third intended third-party beneficiaries of, and may enforceshall be entitled to the protections of, any of the provisions in this Agreement reflecting the foregoing agreements in Section 10.02 and this Section 9.17 and 10.22 (all of which may be enforced by such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources).