Common use of Financing Provisions Clause in Contracts

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Partnership, on behalf of itself and the Partnership Subsidiaries and each of its controlled affiliates, hereby: (a) agrees that any legal action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources, arising out of or relating to, this Agreement, the Debt Financing, any 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 legal action to the exclusive jurisdiction of such court, (b) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and 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), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, or the performance of any services thereunder, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources shall have any liability to the Partnership or any of the Partnership Subsidiaries or any of their respective controlled affiliates or representatives relating to or arising out of this Agreement, the Debt Commitment Letter or the Debt Financing or any transactions contemplated hereby or thereby or the performance of any services thereunder, and (g) agrees that notwithstanding Section 8.13, the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein may not be amended in a manner adverse to the Financing Sources without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement, or any Financing Source’s obligations under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.

Financing Provisions. Notwithstanding anything in this Agreement to the contrarycontrary (other than the last sentence of this Section 8.15), the PartnershipCompany, on behalf of itself and the Partnership itself, its Subsidiaries and each of its controlled affiliatestheir respective Affiliates and each of their respective Affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (collectively, the “Seller Related Parties”), hereby: (a) agrees that that, except as otherwise provided in any agreement relating to Debt Financing, any legal action or proceedingaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesParties, arising out of or relating to, this Agreement, the Debt Financing, Financing or any of the agreements entered into in connection with the Debt Financing (including the Debt Commitment Letters) or any of the transactions contemplated hereby or thereby, 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 Seller Related Party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court, and agrees not to bring or support any such legal action against any Financing Party in any forum other than such courts, agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 8.7 shall be effective service of process against it for any such action brought in such court, waives and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and 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 any other manner provided by law, (b) agrees that any such legal action 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 state), except as otherwise provided in any agreement relating to the Debt Financing and 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)Financing, (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, or the performance of any services thereunder, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources Parties shall have any liability to the Partnership or any of the Partnership Subsidiaries or any of their respective controlled affiliates or representatives Seller Related Party relating to or arising out of this Agreement, the Debt Commitment Letter Letters, any Definitive Agreements, the Debt Financing or the transactions contemplated hereby and no Seller Related Party shall have any rights or claims against any Financing Party in connection with this Agreement, the Debt Financing or any transactions contemplated hereby or thereby, (d) agrees that only Parent or Merger Sub (including their respective permitted successors and assigns under the Debt Commitment Letters) shall be permitted to bring any claim (including any claim for specific performance) against a Financing Party for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Commitment Letters and that neither the Company nor any of its Subsidiaries shall be entitled to seek the remedy of specific performance with respect to Parent’s rights under the Debt Commitment Letters against the Financing Parties party thereto, (e) agrees in no event will any Financing Party be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business, or anticipated savings), or damages of a tortious nature in connection with this Agreement, the Debt Financing (including the Debt Commitment Letters) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, and (gf) agrees that notwithstanding Section 8.13, the Financing Sources Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein may not be amended in a manner adverse to the Financing Sources without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement, or any Financing Source’s obligations under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.this

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the PartnershipSeller, on behalf of itself and the Partnership Subsidiaries its Affiliates and each of its controlled affiliatestheir respective Representatives, hereby: (a) agrees that any legal suit, action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesParties, arising out of or relating to, to this Agreement, the Debt Financing, Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunder, thereunder shall be governed by and construed in accordance with the law of the State of New York and 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 legal action proceeding to the exclusive jurisdiction of such court, (b) agrees that any such legal action proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and 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 other applicable definitive documentation related document relating 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)Financing, (c) knowinglyagrees not to bring or support or permit any of its Affiliates to bring or support any proceeding of any kind or description, intentionally and voluntarily waives to the fullest extent permitted by applicable whether in law trial by jury or in equity, whether in contract or in tort or otherwise, against any such legal action or proceeding brought against the Financing Sources Party in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunderthereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries Seller or the Partnership’s controlled affiliates its Affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.711.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any proceeding brought against the Financing Sources shall have Parties in any liability to the Partnership or any of the Partnership Subsidiaries or any of their respective controlled affiliates or representatives relating to or way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the Debt Financing or any transactions contemplated hereby or thereby or the performance of any services thereunder, and (g) agrees that notwithstanding Section 8.13none of the Financing Parties shall have any liability to Seller or any of its Affiliates or Representatives (in each case, other than Purchaser and its Affiliates) 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 hereby irrevocably waives any claims or rights if any against the Financing Sources Parties relating to or arising out of the foregoing, and agrees not to bring or support any suit, action or proceeding against any of the Financing Parties in connection with the foregoing and herby agrees to cause any such suit, action or proceeding to be dismissed or otherwise terminated, and (h) agrees that the Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions of Section 11.8(b) and of this Section 8.14 11.13, and that this Section 8.14 such provisions and the definition of “Financing Sources” and any of the defined terms therein may used in Section 11.8(b) and this Section 11.13 (or any other provision or definition in this Agreement to the extent that if amended or waived would modify the substance of Section 11.8(b) and this Section 11.13 or the defined terms thereunder) shall not be amended in a manner adverse to the Financing Sources Parties without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement, or any Financing Source’s obligations under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing DateParties.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Partnership, Company on behalf of itself and its Subsidiaries (collectively, the Partnership Subsidiaries and each of its controlled affiliates, hereby: “Company Covered Parties”): (a) agrees that any legal action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving any of the Financing SourcesSources of the Purchaser, arising out of or relating to, this Agreement, any Covered Financing or any of the agreements (including the Debt Financing, Commitment Letter) entered into in connection with any Covered Financing or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, 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 legal action proceeding to the exclusive jurisdiction of such court, ; (b) agrees that any such legal action proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and 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), Letter; (c) knowinglyagrees not to bring or support, intentionally and voluntarily waives or permit any Company Covered Party to the fullest extent permitted by applicable bring or support, any proceeding of any kind or description, whether in law trial by jury or in equity, whether in contract or in tort or otherwise, against any such legal action or proceeding brought against the Financing Sources Source in any way arising out of or relating to, this Agreement, any Covered Financing, the Debt Financing, Commitment Letter or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunderthereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York; (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates any Company Covered Party in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, 8.5; (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, ; (f) waives to the fullest extent permitted by applicable law trial by jury in any proceeding brought against any Financing Source in any way arising out of or relating to, this Agreement, any Covered Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (g) agrees that none of the Financing Sources shall will have any liability to the Partnership Company or any of the Partnership Subsidiaries or any of their respective controlled affiliates or representatives other Company Covered Party relating to or arising out of this Agreement, any Covered Financing, the Debt Commitment Letter or any of the Debt Financing or any 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, for the avoidance of doubt, upon and after the Closing to the extent any Company Covered Party becomes party to any definitive document with respect to any Covered Financing, this clause (g) shall not impair the Company’s or such other Company Covered Party’s rights under any such definitive agreement with respect to any Covered Financing) and (h) agrees that notwithstanding Section 8.13, the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 and that this Section 8.14 and the definition 8.19. [Remainder of “Financing Sources” and any of the defined terms therein may not be amended in a manner adverse to the Financing Sources without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed)page intentionally left blank. Notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement, or any Financing Source’s obligations under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing DateSignature page follows.]

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, contrary (including any other provisions of this Article 8): the PartnershipCompany, on behalf of itself and the Partnership itself, its Subsidiaries and each of its controlled affiliatesAffiliates, and each other party hereto, on behalf of itself, its Subsidiaries and each of its controlled Affiliates, hereby: (a) agrees that any legal action or proceedingaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesParties, arising out of or relating to, this Agreement, the Debt Financing, Financing or any of the agreements entered into in connection with the Debt Financing (including the Debt Commitment Letters) or any of the transactions contemplated hereby or thereby, 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 legal action to the exclusive jurisdiction of such court, and agrees not to bring or support any such legal action against any Financing Party in any forum other than such courts, (b) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and 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)Financing, (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Financing Sources Parties in any way arising out of or relating to, this Agreement, Agreement or the Debt Financing, any transactions contemplated hereby or thereby, or the performance of any services thereunder, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources Parties shall have any liability to the Partnership Company or any of the Partnership Subsidiaries its subsidiaries or any of their respective controlled affiliates or representatives relating to or arising out of this Agreement, the Debt Commitment Letter Letters or the Debt Financing, (e) agrees that only Parent (including its permitted successors and assigns under the Debt Commitment Letters) shall be permitted to bring any claim (including any claim for specific performance) against a Financing Party for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Commitment Letter and that neither the Company nor any of its Subsidiaries or controlled Affiliates shall be entitled to seek the remedy of specific performance with respect to Parent’s rights under the Debt Commitment Letter against the Financing Parties party thereto, (f) agrees in no event will any transactions contemplated hereby Financing Party be liable for consequential, special, exemplary, punitive or thereby indirect damages (including any loss of profits, business, or anticipated savings), or damages of a tortious nature in connection with the performance of any services thereunderDebt Financing, and (g) agrees that notwithstanding Section 8.13, the Financing Sources Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 8.13 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein 8.13 may not be amended in a manner adverse to the Financing Sources amended, modified or waived without the written consent of the Financing Entities Entities; provided, that the foregoing shall not limit the Company’s rights or recourse under the Debt Commitment Letter in respect of the Company Credit Agreement after the Company has assumed the same pursuant to the Commitment Assignment (as defined in such consent not to be unreasonably withheld, conditioned or delayed)Debt Commitment Letter) on the Closing Date. Notwithstanding the foregoing, nothing in this Section 8.14 8.13 shall in any way limit or modify the rights and obligations of Parent under this Agreement, Agreement or any Financing SourceParty’s obligations to Parent under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing DateLetters.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the PartnershipCompany, on behalf of itself and the Partnership itself, its Subsidiaries and each of its controlled affiliatesAffiliates, hereby: (a) agrees that any legal action or proceedingaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesParties, arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, Agreement or the performance of any services thereunderFinancing, 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 legal action to the exclusive jurisdiction of such court, (b) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter any 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), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Financing Sources Parties in any way arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, Agreement or the performance of any services thereunderFinancing, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources Parties shall have any liability to the Partnership Company or any of the Partnership its Subsidiaries or any of their respective controlled affiliates Affiliates or representatives Representatives relating to or arising out of this Agreement, the Debt Commitment Letter Agreement or the Debt Financing or (subject to the last sentence of this Section 10.13), except for any transactions contemplated hereby or thereby or the performance breach of any services thereunderconfidentiality obligations, and (ge) agrees that notwithstanding Section 8.13, the Financing Sources Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 10.13 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein 10.13 may not be amended in a manner materially adverse to the Financing Sources Parties without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.14 10.13 shall in any way limit or modify the rights and obligations of Parent under this Agreement, Agreement or any Financing SourceParty’s obligations to Parent under any commitment letter or definitive documentation related to the Debt Commitment Letter, Financing or the rights of the Partnership Company and the Partnership its Subsidiaries against the Financing Sources Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the PartnershipCompany, on behalf of itself and the Partnership itself, its Subsidiaries and each of its controlled affiliatesAffiliates, hereby: (a) agrees that any legal action or proceedingaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources, arising out of or relating to, this Agreement, Agreement or the Debt Financing, any 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 legal action to the exclusive jurisdiction of such court, (b) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and 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), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law Applicable Law trial by jury in any such legal action or proceeding brought against the Financing Sources in any way arising out of or relating to, this Agreement, Agreement or the Debt Financing, any transactions contemplated hereby or thereby, or the performance of any services thereunder, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources shall have any liability to the Partnership Company or any of the Partnership its Subsidiaries or any of their respective controlled affiliates Affiliates or representatives relating to or arising out of this Agreement, the Debt Commitment Letter or Letter, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunderthereunder (subject to the last sentence of this Section 11.14), and (ge) agrees that notwithstanding Section 8.13, the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 11.14 and that this Section 8.14 11.14 and the definition of “Financing Sources” and any of the defined terms therein may not be amended in a any manner materially adverse to the Financing Sources without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed)Entities. Notwithstanding the foregoing, nothing in this Section 8.14 11.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement, Agreement or any Financing Source’s obligations to Parent under the Debt Commitment Letter, Letter or the rights of the Partnership Company and the Partnership its Subsidiaries against the Financing Sources or Parent with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date. [The remainder of this page has been intentionally left blank.]

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, contrary (including any other provisions of this Article 8): the PartnershipCompany, on behalf of itself and the Partnership itself, its Subsidiaries and each of its controlled affiliatesAffiliates, and each other party hereto, on behalf of itself, its Subsidiaries and each of its controlled Affiliates, hereby: (a) agrees that any legal action or proceedingaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesParties, arising out of or relating to, this Agreement, the Debt Financing, Financing or any of the agreements entered into in connection with the Debt Financing (including the Debt Commitment Letters) or any of the transactions contemplated hereby or thereby, 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 legal action to the exclusive jurisdiction of such court, and agrees not to bring or support any such legal action against any Financing Party in any forum other than such courts, (b) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and 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)Financing, (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Financing Sources Parties in any way arising out of or relating to, this Agreement, Agreement or the Debt Financing, any transactions contemplated hereby or thereby, or the performance of any services thereunder, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources Parties shall have any liability to the Partnership Company or any of the Partnership Subsidiaries its subsidiaries or any of their respective controlled affiliates or representatives relating to or arising out of this Agreement, the Debt Commitment Letter Letters or the Debt Financing (e) agrees that only Parent (including its permitted successors and assigns under the Debt Commitment Letters) shall be permitted to bring any claim (including any claim for specific performance) against a Financing Party for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Commitment Letter and that neither the Company nor any of its Subsidiaries or controlled Affiliates shall be entitled to seek the remedy of specific performance with respect to Parent’s rights under the Debt Commitment Letter against the Financing Parties party thereto, (f) agrees in no event will any transactions contemplated hereby Financing Party be liable for consequential, special, exemplary, punitive or thereby indirect damages (including any loss of profits, business, or anticipated savings), or damages of a tortious nature in connection with the performance of any services thereunderDebt Financing, and (g) agrees that notwithstanding Section 8.13, the Financing Sources Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 8.13 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein 8.13 may not be amended in a manner adverse to the Financing Sources amended, modified or waived without the written consent of the Financing Entities (such consent Entities; provided, that the foregoing shall not to be unreasonably withheld, conditioned limit the Company’s rights or delayed)recourse under the Debt Commitment Letter in respect of the Company Credit Agreement after the Company has assumed the same on the Closing Date. Notwithstanding the foregoing, nothing in this Section 8.14 8.13 shall in any way limit or modify the rights and obligations of Parent under this Agreement, Agreement or any Financing SourceParty’s obligations to Parent under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing DateLetters.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Partnership, Company on behalf of itself and itself, the Partnership Company Subsidiaries and each of its controlled affiliates, Affiliates hereby: (a) agrees that any legal action or proceedingLegal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sourcesany sources of financing used to pay amounts required under Section 5.15, arising out of or relating to, this Agreement, Agreement or any of the Debt Financing, agreements entered into in connection with any such financing or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, 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 legal action Legal Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such legal action Legal Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts conflict of law laws principles that would result in the application of the laws of another state), except as otherwise provided in any agreement other applicable definitive document relating to the Debt Financing and 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)financing, (c) knowinglyagrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding of any kind or description, intentionally and voluntarily waives to the fullest extent permitted by applicable whether in law trial by jury or in equity, whether in contract or in tort or otherwise, against any such legal action or proceeding brought against the Financing Sources financing source in any way arising out of or relating to, this Agreement, any such financing or any of the Debt Financing, any transactions contemplated hereby or thereby, thereby or the performance of any services thereunderthereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the PartnershipCompany, the Partnership Company Subsidiaries or the PartnershipCompany’s controlled affiliates Affiliates in any such legal proceeding Legal Proceeding or proceeding shall be effective if notice is given in accordance with Section 8.78.9, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding Legal Proceeding in any such court, (f) agrees that none of the Financing Sources shall have any liability knowingly, intentionally and voluntarily waives to the Partnership fullest extent permitted by applicable law trial by jury in any Legal Proceeding brought against any such financing sources in any way arising out of or relating to, this Agreement, any such financing or any of the Partnership Subsidiaries or any of their respective controlled affiliates or representatives relating to or arising out of this Agreement, the Debt Commitment Letter or the Debt Financing or any transactions contemplated hereby or thereby or the performance of any services thereunder, and (g) agrees that notwithstanding Section 8.13no financing source will have any liability to the Company or any Company Subsidiary or any of their respective Affiliates or Representatives (in each case, other than Parent or the Financing Sources are Parent Subsidiaries) relating to or arising out of this Agreement, any such 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 (h) agrees that any financing source is an express third party beneficiaries beneficiary of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements of this Section 8.14 (and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein may such provisions shall not be amended in a manner any way adverse to the Financing Sources any such financing source without the its prior written consent of the Financing Entities consent) (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (i) nothing in this Section 8.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement, Agreement or any Financing Sourcefinancing source’s obligations under the Debt Commitment Letter, to Parent or the rights of the Partnership Company and the Partnership Company Subsidiaries against the Financing Sources any such financing source with respect regard to the Debt Financing or any of the transactions financing contemplated thereby or any services thereunder hereby following the Closing DateDate and (ii) the Parent agrees and confirms that its obligations under this Agreement are in no way subject to or conditioned upon obtaining any financing.

Financing Provisions. (a) Notwithstanding anything in this Agreement to the contrary, the Partnership, Company on behalf of itself and itself, the Partnership Company Subsidiaries and each of its controlled affiliates, Affiliates hereby: (ai) agrees that any legal action or proceedingLegal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing SourcesSource, arising out of or relating to, this Agreement, Agreement or any of the Debt Financing, Financing Documents or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, 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 legal action Legal Proceeding to the exclusive jurisdiction of such court, (bii) agrees that any such legal action Legal Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts conflict of law laws principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the other applicable Debt Financing and except Document, (iii) agrees not to the extent relating bring or support or permit any of its Affiliates to the interpretation bring or support any Legal Proceeding of any provisions kind or description, whether in this Agreement (including any provision in the Debt Commitment Letter law or in equity, whether in contract or in tort or otherwise, against 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), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Financing Sources Source in any way arising out of or relating to, this Agreement, the any such Debt Financing, any such Debt Financing Document or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunderthereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (div) agrees that service of process upon the PartnershipCompany, the Partnership Company Subsidiaries or the PartnershipCompany’s controlled affiliates Affiliates in any such legal proceeding Legal Proceeding or proceeding shall be effective if notice is given in accordance with Section 8.78.9, (ev) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding Legal Proceeding in any such court, (fvi) agrees that none of knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Legal Proceeding brought against any such Debt Financing Sources shall have in any liability to the Partnership way arising out of or relating to, this Agreement, any such Debt Financing, any such Debt Financing Document or any of the Partnership Subsidiaries or any of their respective controlled affiliates or representatives relating to or arising out of this Agreement, the Debt Commitment Letter or the Debt Financing or any transactions contemplated hereby or thereby or the performance of any services thereunder, and (gvii) agrees that notwithstanding Section 8.13no Debt Financing Source will to the fullest extent permitted by applicable Law have any liability to the Company or any Company Subsidiary or any of their respective Affiliates or Representatives (in each case, other than Parent or the Parent Subsidiaries) relating to or arising out of this Agreement, any such Debt Financing, any such Debt Financing Sources are express third party beneficiaries of, and may enforce, Document or any of the provisions transactions contemplated hereby or thereby or the performance of this Section 8.14 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein may not be amended services thereunder, whether in a manner adverse to the Financing Sources without the written consent of the Financing Entities (such consent not to be unreasonably withheldlaw or in equity, conditioned whether in contract or delayed)in tort or otherwise. Notwithstanding the foregoing, (A) nothing in this Section 8.14 8.12(a) shall in any way limit or modify the rights and obligations of Parent under this Agreement, Agreement or any Debt Financing Source’s obligations under the Debt Commitment Letter, to Parent or the rights of the Partnership Company and the Partnership Company Subsidiaries against the Financing Sources with respect to the any such Debt Financing or Source with regard to any of the transactions financing contemplated thereby or any services thereunder hereby following the Closing DateDate and (B) the Parent agrees and confirms that its obligations under this Agreement are in no way subject to or conditioned upon obtaining any Debt Financing.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, contrary (including Section 8.03 or any other provisions of this Article IX): each of the Partnershipparties hereto, on behalf of itself and the Partnership itself, its Subsidiaries and each of its controlled affiliates, hereby: (a) agrees that any legal action or proceedingProceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesParties, arising out of or relating to, this Agreement, the Debt Financing, Financing or any of the agreements entered into in connection with the Debt Financing (including any debt commitment letters) or any of the transactions contemplated hereby or thereby, 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 legal action Proceeding to the exclusive jurisdiction of such court, and agrees not to bring or support any such Proceeding against any Financing Party in any forum other than such courts, (b) agrees that any such legal action 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 state), except as otherwise provided in any agreement relating to the Debt Financing and 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)Financing, (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law Law trial by jury in any such legal action or proceeding Proceeding brought against the Financing Sources Parties in any way arising out of or relating to, this Agreement, Agreement or the Debt Financing, any transactions contemplated hereby or thereby, or the performance of any services thereunder, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources Parties shall have any liability to the Partnership Company or any of the Partnership its Subsidiaries or any of their respective controlled affiliates or representatives Representatives relating to or arising out of this Agreement, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the Debt Financing or (including any transactions contemplated hereby or thereby or debt commitment letters), (e) agrees that only Parent (including its permitted successors and assigns under any of the performance agreements entered into in connection with the Debt Financing) shall be permitted to bring any claim (including any claim for specific performance) against a Financing Party for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of any services thereunderof the agreements entered into in connection with the Debt Financing (including any debt commitment letters) and that neither the Company nor any of its Subsidiaries or controlled affiliates shall be entitled to seek the remedy of specific performance with respect to Parent’s rights under such agreements against the Financing Parties party thereto, (f) agrees in no event will any Financing Party be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business, or anticipated savings), or damages of a tortious nature in connection with the Debt Financing, and (g) agrees that notwithstanding Section 8.13, the Financing Sources Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 9.12 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein 9.12 may not be amended in a manner adverse to the Financing Sources amended, modified or waived without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed)Parties. Notwithstanding the foregoing, nothing in this Section 8.14 9.12 shall in any way limit or modify the rights and obligations of Parent under this Agreement, Agreement or any Financing SourceParty’s obligations to Parent under the Debt Commitment Letter, or the rights any of the Partnership and the Partnership Subsidiaries against the Financing Sources agreements entered into in connection with respect to the Debt Financing or (including any of the transactions contemplated thereby or any services thereunder following the Closing Datedebt commitment letters).

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, contrary (including any other provisions of this Article 8): the PartnershipCompany, on behalf of itself and the Partnership itself, its Subsidiaries and each of its controlled affiliatesAffiliates, and each other party hereto, on behalf of itself, its Subsidiaries and each of its controlled Affiliates, hereby: (a) agrees that any legal action or proceedingaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesParties, arising out of or relating to, this Agreement, the Debt Financing, Financing or any of the agreements entered into in connection with the Debt Financing (including the Debt Commitment Letters) or any of the transactions contemplated hereby or thereby, 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 legal action to the exclusive jurisdiction of such court, and agrees not to bring or support any such legal action against any Financing Party in any forum other than such courts, (b) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and 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)Financing, (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Financing Sources Parties in any way arising out of or relating to, this Agreement, Agreement or the Debt Financing, any transactions contemplated hereby or thereby, or the performance of any services thereunder, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources Parties shall have any liability to the Partnership Company or any of the Partnership Subsidiaries its subsidiaries or any of their respective controlled affiliates or representatives relating to or arising out of this Agreement, the Debt Commitment Letter Letters or the Debt Financing (e) agrees that only Parent (including its permitted successors and assigns under the Debt Commitment Letters) shall be permitted to bring any claim (including any claim for specific performance) against a Financing Party for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Commitment Letter and that neither the Company nor any of its Subsidiaries or controlled Affiliates shall be entitled to seek the remedy of specific performance with respect to Parents rights under the Debt Commitment Letter against the Financing Parties party thereto, (f) agrees in no event will any transactions contemplated hereby Financing Party be liable for consequential, special, exemplary, punitive or thereby indirect damages (including any loss of profits, business, or anticipated savings), or damages of a tortious nature in connection with the performance of any services thereunderDebt Financing, and (g) agrees that notwithstanding Section 8.13, the Financing Sources Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 8.13 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein 8.13 may not be amended in a manner adverse to the Financing Sources amended, modified or waived without the written consent of the Financing Entities Parties; provided, that the foregoing shall not limit the Company’s rights or recourse under the Debt Commitment Letter in respect of the Company Credit Agreement after the Company has assumed the same pursuant to the Commitment Assignment (as defined in such consent not to be unreasonably withheld, conditioned or delayed)Debt Commitment Letter) on the Closing Date. Notwithstanding the foregoing, nothing in this Section 8.14 8.13 shall in any way limit or modify the rights and obligations of Parent under this Agreement, Agreement or any Financing SourceParty’s obligations to Parent under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing DateLetters.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the PartnershipThe Company, on behalf of itself and the Partnership itself, its Subsidiaries and each of its controlled affiliatesAffiliates, hereby: (a) agrees that that, subject to clause (c) any legal action or proceedingaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to, this Agreement, the Debt Financing, Financing or any of the agreements entered into in connection with the Financing or any of the transactions contemplated hereby or thereby, 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 Party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court, (b) agrees that any such legal action shall be governed by by, construed and enforced in accordance with the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and except Financing, (c) subject to the extent relating to the interpretation last sentence of this Section 9.15, waives any provisions in this Agreement (including any provision in the Debt Commitment Letter and all rights or in any definitive documentation related to claims against the Debt Financing that expressly specifies that Sources in connection with this Agreement, the interpretation Financing or any of such provisions shall be governed by and construed the agreements entered into in accordance connection with the law Financing or any of the State transactions contemplated hereby or thereby or the performance of Delaware)any services thereunder, whether in law or equity, contract, tort or otherwise, and each such Person agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any proceeding or legal or equitable action against any Debt Financing Source in connection with this Agreement, the Financing or any of the agreements entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (cd) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, Financing or any of the transactions contemplated hereby or thereby, or the performance of any services thereunder, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Debt Financing Sources shall have any liability to the Partnership or Company, any of the Partnership its Subsidiaries or any of their respective controlled affiliates Affiliates or representatives or any Company Related Party relating to or arising out of this Agreement, the Debt Commitment Letter or 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 (subject to the last sentence of this Section 9.15), and (gf) agrees that notwithstanding Section 8.13, the Debt Financing Sources are express third third-party beneficiaries of, and may rely upon and enforce, any of the provisions of Section 8.3(e), Section 9.5(b), Section 9.8 and this Section 8.14 9.15 and that Section 8.3(e), Section 9.5(b), Section 9.8 and this Section 8.14 and 9.15 (or any other provision of this Agreement the definition amendment, modification or alteration of “Financing Sources” and any which has the effect of the defined terms therein modifying such provisions) may not be amended in a manner adverse to the adversely affecting any Debt Financing Sources Source without the written consent of the such adversely affected Debt Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed)Source. Notwithstanding the foregoing, nothing in this Section 8.14 9.15 shall in any way limit or modify the rights and obligations of Parent or Merger Sub under this Agreement, Agreement or any Debt Financing Source’s obligations to Parent or Merger Sub under any Commitment Letter or Definitive Agreement (it being understood that following consummation of the Debt Commitment LetterMerger, or nothing in this Section 9.15 shall limit the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or parties to any services thereunder following the Closing DateDefinitive Agreement).

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the PartnershipCompany, on behalf of itself and the Partnership itself, its Subsidiaries and each of its controlled affiliates, Affiliates hereby: (a) agrees that any legal action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to, this Agreement, the Debt FinancingCommitment Letter, 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, thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or state if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York 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 and each party hereto irrevocably submits itself and its property with respect to any such legal action or proceeding to the exclusive jurisdiction of such court, (b) agrees that any such legal 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 state), except as otherwise provided in any agreement relating to the Debt Financing and 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)Financing, (c) knowingly, intentionally and voluntarily waives agrees not to the fullest extent permitted by applicable law trial by jury in bring or support or permit any such legal of its Subsidiaries or controlled Affiliates to bring or support any action or proceeding brought of 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 in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any other agreement entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunderthereunder in any forum other than any federal (to the extent permitted by law) or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the PartnershipCompany, the Partnership and each of its Subsidiaries or the Partnership’s controlled affiliates Affiliates in any such legal proceeding action or proceeding shall be effective if notice is given in accordance with Section 8.710.8, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action or proceeding in any such court, (f) agrees that none of knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any action or proceeding brought against the Debt Financing Sources shall have in any liability to the Partnership or any of the Partnership Subsidiaries or any of their respective controlled affiliates or representatives relating to or way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any other agreement entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, and (g) hereby waives any and all claims and causes of action against the Debt Financing Sources relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any other agreement entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, (h) agrees that notwithstanding Section 8.13, the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 10.15, and (i) agrees that the provisions of this Section 8.14 10.15 and the definition of “Debt Financing Sources” (and any other provisions of this Agreement to the extent a modification thereof would affect the substance of any of the defined terms therein may foregoing) shall not be amended in a any manner adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Entities (such consent not Sources party to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement, or any Financing Source’s obligations under the Debt Commitment Letter. IN WITNESS WHEREOF, or the rights Parties have caused this Agreement to be executed as of the Partnership date first above written. FLEXION THERAPEUTICS, INC. By: /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxxx Title: CEO [Signature Page to Agreement and Plan of Merger] IN WITNESS WHEREOF, the Partnership Subsidiaries against the Financing Sources with respect Parties have caused this Agreement to the Debt Financing or any be executed as of the transactions contemplated thereby or any services thereunder following the Closing Datedate first above written. PACIRA BIOSCIENCES, INC. By: /s/ Dxxxx Xxxxx Name: Dxxxx Xxxxx Title: Chief Executive Officer OYSTER ACQUISITION COMPANY INC. By: /s/ Kxxxxxx Xxxxxxxx Name: Kxxxxxx Xxxxxxxx Title: Secretary [Signature Page to Agreement and Plan of Merger] Exhibit A Surviving Corporation Certificate of Incorporation AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FLEXION THERAPEUTICS, INC.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the PartnershipCompany, on behalf of itself and itself, the Partnership Subsidiaries other Acquired Companies and each of its controlled affiliates, Affiliates hereby: (a) agrees that any legal action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to, this Agreement, the Debt FinancingCommitment Letter, 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, thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or state if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York 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 and each party hereto irrevocably submits itself and its property with respect to any such legal action or proceeding to the exclusive jurisdiction of such court, (b) agrees that any such legal action or 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 state), except as otherwise provided in any agreement relating to the Debt Financing and 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)Financing, (c) knowingly, intentionally and voluntarily waives agrees not to the fullest extent permitted by applicable law trial by jury in bring or support or permit any such legal other Acquired Company or controlled Affiliates to bring or support any action or proceeding brought of 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 in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any other agreement entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunderthereunder in any forum other than any federal (to the extent permitted by law) or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the PartnershipCompany, and each of the Partnership Subsidiaries other Acquired Companies or the Partnership’s controlled affiliates Affiliates in any such legal proceeding action or proceeding shall be effective if notice is given in accordance with Section 8.710.8, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action or proceeding in any such court, (f) agrees that none of knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any action or proceeding brought against the Debt Financing Sources shall have in any liability to the Partnership or any of the Partnership Subsidiaries or any of their respective controlled affiliates or representatives relating to or way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any other agreement entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, and (g) hereby waives any and all claims and causes of action against the Debt Financing Sources relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any other agreement entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, (h) agrees that notwithstanding Section 8.13, the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 10.15, and (i) agrees that the provisions of this Section 8.14 10.15 and the definition of “Debt Financing Sources” (and any other provisions of this Agreement to the extent a modification thereof would affect the substance of any of the defined terms therein may foregoing) shall not be amended in a any manner adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Entities (such consent not Sources party to be unreasonably withheld, conditioned or delayed)the Debt Commitment Letter. Notwithstanding anything contained herein to the foregoingcontrary, nothing in this Section 8.14 10.15 shall in any way limit affect any party’s or modify the any of their respective Affiliates’ rights and obligations remedies under any binding agreement to which a Debt Financing Source is a party, including any of Parent under this Agreement, or any the agreements entered into in connection with the Debt Financing Source’s obligations under (including the Debt Commitment Letter and Fee Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date).

Financing Provisions. Notwithstanding anything in this Agreement to the contrarycontrary (other than the last sentence of this Section 8.18), each of the PartnershipParties, on behalf of itself and the Partnership Subsidiaries and each of its controlled affiliatesAffiliates, hereby: (a) agrees that agree that, except as otherwise provided in any agreement relating to any Debt Financing, any legal action or proceedingaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Financing SourcesParties, arising out of or relating to, this Agreement, any Debt Financing or any of the agreements entered into in connection with any Debt Financing, Financing or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any federal (if, under the applicable law, exclusive jurisdiction is vested in the federal courts) 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 Party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court, and agrees not to bring or support any such legal action against any Financing Party in any forum other than such courts, agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 8.2 shall be effective service of process against it for any such action brought in such court, waives and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and 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 any other manner provided by law, (b) agrees that any such legal action 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 state), except as otherwise provided in any agreement relating to the any Debt Financing and 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)Financing, (c) knowingly, intentionally and voluntarily waives agrees that none of any Financing Parties shall have any liability to any of the fullest extent permitted by applicable law trial by jury in any such legal action Burro Parties relating to or proceeding brought against the Financing Sources in any way arising out of this Agreement or relating to, this Agreement, any Debt Financing or the transactions contemplated hereby or thereby and no Party hereto shall have any rights or claims against any Financing Party any Debt Financing, Financing or any transactions contemplated hereby or thereby, or the performance of any services thereunder, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in no event will any such legal proceeding or proceeding shall Financing Party be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, liable to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Burro Parties for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business, or anticipated savings), or damages of a tortious nature in connection with this Agreement, any Debt Financing Sources shall have any liability to the Partnership or any of the Partnership Subsidiaries or any of their respective controlled affiliates or representatives relating to or arising out of this Agreement, the Debt Commitment Letter or the Debt Financing or any transactions contemplated hereby or thereby or the performance of any services thereunder, and (ge) agrees that notwithstanding Section 8.13any Financing Parties, the Financing Sources if any, are express third party beneficiaries of, and may enforce, any of the provisions of Section 8.6, Section 8.7, Section 8.8, Section 8.9, Section 8.13 and this Section 8.14 8.18 and that this each such Section 8.14 and shall expressly inure to the definition benefit of “any Financing Sources” Parties and any Financing Parties shall be entitled to rely on and enforce the provisions of such Sections and that such Sections (and any other provision of this Agreement to the defined terms therein extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) may not be amended amended, supplemented, modified or waived in a manner that is materially adverse to the any Financing Sources Party without the written consent of the such Financing Entities Party (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything herein to the foregoingcontrary, nothing in this Section 8.14 shall each of the Burro Parties hereby knowingly, intentionally, voluntarily and irrevocably waives, to the fullest extent permitted by law, all rights of trial by jury in any way limit action, proceeding, or modify the rights and obligations counterclaim (whether based upon contract, tort or otherwise) arising out of Parent under or relating to this Agreement, or any Financing Source’s obligations under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the other transactions contemplated thereby hereby or thereby, including in any services thereunder following the Closing Date.action, proceeding or counterclaim against any Financing Party. [The Remainder of this Page is Intentionally Left Blank; Signature Pages Follow]

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Partnership, Company on behalf of itself and the Partnership itself, its Subsidiaries and each of its controlled affiliates, Affiliates hereby: (a) agrees that that, except as specifically set forth in the documents relating to the Debt Financing, any legal action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources, arising out of or relating to, this Agreement, the Debt Financing, Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, 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 legal action proceeding to the exclusive jurisdiction of such court, (b) agrees that that, except as specifically set forth in the documents relating to the Debt Financing, any such legal action proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement the documents relating to the Debt Financing and 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)Financing, (c) knowinglyagrees not to bring or support or permit any of its controlled Affiliates to bring or support any proceeding of any kind or description, intentionally and voluntarily waives to the fullest extent permitted by applicable whether in law trial by jury or in equity, whether in contract or in tort or otherwise, against any such legal action or proceeding brought against the Financing Sources Source in any way arising out of or relating to, this Agreement, the Debt Financing, Financing and the documents relating thereto or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunderthereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon on the Partnership, the Partnership Company or its Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.711.01, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any proceeding brought against the Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing and the documents relating thereto, or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Sources shall have any liability to the Partnership or Company, any of the Partnership its Subsidiaries or any of their respective its controlled affiliates or representatives Affiliates (in each case, other than Parent and its Affiliates) relating to or arising out of this Agreement, the Debt Commitment Letter or Financing and the Debt Financing documents relating thereto, 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 (gh) agrees that notwithstanding Section 8.13, the Financing Sources are express third party Third Party beneficiaries of, and may enforce, any of the provisions of Section 10.3(k) and this Section 8.14 11.14, and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein may such provisions shall not be amended amended, supplemented, waived or otherwise modified in a manner any way adverse to the Financing Sources without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed)Sources. Notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement, or any Financing Source’s obligations under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.108

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the PartnershipCompany, on behalf of itself and the Partnership itself, its Subsidiaries and each of its controlled affiliatesAffiliates, hereby: (a) agrees that any legal action or proceedingaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to, this Agreement, Agreement or the Debt Financing, any 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 legal action to the exclusive jurisdiction of such court, (b) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and 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), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, Agreement or the Debt Financing, any transactions contemplated hereby or thereby, or the performance of any services thereunder, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Debt Financing Sources shall have any liability to the Partnership Company or any of the Partnership its Subsidiaries or any of their respective controlled affiliates Affiliates or representatives Representatives relating to or arising out of this Agreement, the Debt Commitment Letter or the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunderthereunder (subject to the last sentence of this Section 8.21), and (ge) agrees that notwithstanding Section 8.13, the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 8.21 and that this Section 8.14 8.21 and the definition of “Debt Financing Sources” and any of the defined terms therein may not be amended in a any manner materially adverse to the Debt Financing Sources without the written consent of the Debt Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed)Entities. Notwithstanding the foregoing, nothing in this Section 8.14 8.21 shall in any way limit or modify the rights and obligations of Parent under this Agreement, Agreement or any Debt Financing Source’s obligations to Parent under the Debt Commitment Letter, Letter or the rights of the Partnership Company and the Partnership its Subsidiaries against the Debt Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date. [The remainder of this page is intentionally left blank.]

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the PartnershipCompany, on behalf of itself and the Partnership Subsidiaries itself, its subsidiaries and each of its controlled affiliatesAffiliates, hereby: (a) agrees that any legal action or proceedingaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesEntities Related Parties, arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, Agreement or the performance of any services thereunderDebt/Preferred Financing, 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 legal action to the exclusive jurisdiction of such courtcourt and agrees not to bring or support any such legal action against any Financing Entities Related Party in any forum other than such courts, (b) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Debt/Preferred Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Debt/Preferred Commitment Letter Letters or in any definitive documentation related to the Debt Debt/Preferred 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), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Financing Sources Entities Related Parties in any way arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, Agreement or the performance of any services thereunderDebt/Preferred Financing, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources Entities Related Parties shall have any liability to the Partnership Company or any of the Partnership Subsidiaries its subsidiaries or any of their respective controlled affiliates Affiliates or representatives relating to or arising out of this Agreement, the Debt Commitment Letter Agreement or the Debt Financing or any transactions contemplated hereby or thereby or (subject to the performance last sentence of any services thereunderthis Section 8.14), and (ge) agrees that notwithstanding Section 8.13, the Financing Sources Entities Related Parties are express third third-party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 and the definition of Financing Entities and Financing Entities Related Parties and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein may not be amended in a manner materially adverse to the Financing Sources Entities Related Parties without the written consent of the each affected Financing Entities Entity (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the rights and obligations of Parent or Merger Sub under this Agreement, Agreement or any Financing SourceEntities Related Party’s obligations to Parent or Merger Sub under the Debt Debt/Preferred Commitment Letter, Letters or the rights of the Partnership Surviving Corporation and the Partnership its Subsidiaries against the Financing Sources Entities Related Parties with respect to the Debt Debt/Preferred Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the PartnershipSeller, on behalf of itself and the Partnership Subsidiaries itself, its Subsidiaries, and each of its controlled affiliates, hereby: Affiliates hereby (a) agrees that any legal action or proceedingaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources, arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, Agreement or the performance of any services thereunderFinancing, 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 legal action to the exclusive jurisdiction of such court, (b) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and 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)Agreement, (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, Agreement or the performance of any services thereunderFinancing, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources shall have any liability to the Partnership Company or any of the Partnership its Subsidiaries or any of their respective controlled affiliates Affiliates or representatives Representatives relating to or arising out of this Agreement, the Debt Commitment Letter Agreement or the Debt Financing or any transactions contemplated hereby or thereby or (subject to the performance last sentence of any services thereunderthis Section 10.20), and (ge) agrees that notwithstanding Section 8.13, the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 10.20 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein 10.20 may not be amended in a manner materially adverse to the Financing Sources without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.14 10.20 shall in any way limit or modify the rights and obligations of Parent Buyer under this Agreement, Agreement or any Financing SourceEntity’s obligations to Buyer under any definitive documentation related to the Debt Commitment Letter, Financing or the rights of the Partnership Company and the Partnership its Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, contrary (including any other provisions of this Article XI): Seller and the PartnershipSale Entities, on behalf of itself itself, and the Partnership their respective Subsidiaries and controlled Affiliates, and each other party hereto, on behalf of itself, its Subsidiaries and each of its controlled affiliatesAffiliates, hereby: (a) agrees that any legal action or proceedingaction, whether in law Law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesParties, arising out of or relating to, this Agreement, the Financing or any of the agreements entered into in connection with the Financing (including the Debt Financing, Commitment Letter) or any transactions contemplated hereby of the Contemplated Transactions or thereby, 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 legal action to the exclusive jurisdiction of such court, and agrees not to bring or support any such legal action against any Financing Party in any forum other than such courts, (b) agrees that any such legal action 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 state), except as otherwise provided in any agreement relating to the Debt Financing and 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)Financing, (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Financing Sources Parties in any way arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, Agreement or the performance of any services thereunderFinancing, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources Parties shall have any liability to Seller or the Partnership or any of the Partnership Subsidiaries Sale Entities or any of their respective Subsidiaries, controlled affiliates Affiliates or representatives relating to or arising out of this Agreement, the Debt Commitment Letter or the Financing, (e) agrees that only Buyer (including its permitted successors and assigns under the Debt Commitment Letter) shall be permitted to bring any claim (including any claim for specific performance) against a Financing Party for failing to satisfy any obligation to fund the Financing pursuant to the terms of the Debt Commitment Letter and that neither Seller, the Sale Entities nor any of their respective Subsidiaries or controlled Affiliates shall be entitled to seek the remedy of specific performance with respect to Xxxxx’s rights under the Debt Commitment Letter against the Financing Parties party thereto, (f) agrees in no event will any transactions contemplated hereby Financing Party be liable for consequential, special, exemplary, punitive or thereby indirect damages (including any loss of profits, business, or anticipated savings), or damages of a tortious nature in connection with the performance of any services thereunderFinancing, and (g) agrees that notwithstanding Section 8.13, the Financing Sources Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 11.18 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein 11.18 may not be amended in a manner adverse to the Financing Sources amended, modified or waived without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed)Entities. Notwithstanding the foregoing, nothing in this Section 8.14 11.18 shall in any way limit or modify the rights and obligations of Parent Buyer under this Agreement, Agreement or any Financing SourceParty’s obligations to Buyer under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, contrary (including any other provisions of this Article XI): Seller and the PartnershipSale Entities, on behalf of itself itself, and the Partnership their respective Subsidiaries and controlled Affiliates, and each other party hereto, on behalf of itself, its Subsidiaries and each of its controlled affiliatesAffiliates, hereby: (a) agrees that any legal action or proceedingaction, whether in law Law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesParties, arising out of or relating to, this Agreement, the Financing or any of the agreements entered into in connection with the Financing (including the Debt Financing, Commitment Letter) or any transactions contemplated hereby of the Contemplated Transactions or thereby, 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 legal action to the exclusive jurisdiction of such court, and agrees not to bring or support any such legal action against any Financing Party in any forum other than such courts, (b) agrees that any such legal action 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 state), except as otherwise provided in any agreement relating to the Debt Financing and 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)Financing, (c) knowingly, intentionally and voluntarily 86 waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Financing Sources Parties in any way arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, Agreement or the performance of any services thereunderFinancing, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources Parties shall have any liability to Seller or the Partnership or any of the Partnership Subsidiaries Sale Entities or any of their respective Subsidiaries, controlled affiliates Affiliates or representatives relating to or arising out of this Agreement, the Debt Commitment Letter or the Financing, (e) agrees that only Buyer (including its permitted successors and assigns under the Debt Commitment Letter) shall be permitted to bring any claim (including any claim for specific performance) against a Financing Party for failing to satisfy any obligation to fund the Financing pursuant to the terms of the Debt Commitment Letter and that neither Seller, the Sale Entities nor any of their respective Subsidiaries or controlled Affiliates shall be entitled to seek the remedy of specific performance with respect to Xxxxx’s rights under the Debt Commitment Letter against the Financing Parties party thereto, (f) agrees in no event will any transactions contemplated hereby Financing Party be liable for consequential, special, exemplary, punitive or thereby indirect damages (including any loss of profits, business, or anticipated savings), or damages of a tortious nature in connection with the performance of any services thereunderFinancing, and (g) agrees that notwithstanding Section 8.13, the Financing Sources Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 11.18 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein 11.18 may not be amended in a manner adverse to the Financing Sources amended, modified or waived without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed)Entities. Notwithstanding the foregoing, nothing in this Section 8.14 11.18 shall in any way limit or modify the rights and obligations of Parent Buyer under this Agreement, Agreement or any Financing SourceParty’s obligations to Buyer under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.. [SIGNATURE PAGES FOLLOW]

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Partnership, Company on behalf of itself and the Partnership itself, its Subsidiaries and each of its controlled affiliates, Affiliates hereby: (a) agrees that that, except as specifically set forth in the documents relating to the Debt Financing, any legal action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources, arising out of or relating to, this Agreement, the Debt Financing, Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, 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 legal action proceeding to the exclusive jurisdiction of such court, (b) agrees that that, except as specifically set forth in the documents relating to the Debt Financing, any such legal action proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement the documents relating to the Debt Financing and 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)Financing, (c) knowinglyagrees not to bring or support or permit any of its controlled Affiliates to bring or support any proceeding of any kind or description, intentionally and voluntarily waives to the fullest extent permitted by applicable whether in law trial by jury or in equity, whether in contract or in tort or otherwise, against any such legal action or proceeding brought against the Financing Sources Source in any way arising out of or relating to, this Agreement, the Debt Financing, Financing and the documents relating thereto or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunderthereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon on the Partnership, the Partnership Company or its Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.711.01, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any proceeding brought against the Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing and the documents relating thereto, or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Sources shall have any liability to the Partnership or Company, any of the Partnership its Subsidiaries or any of their respective its controlled affiliates or representatives Affiliates (in each case, other than Parent and its Affiliates) relating to or arising out of this Agreement, the Debt Commitment Letter or Financing and the Debt Financing documents relating thereto, 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 (gh) agrees that notwithstanding Section 8.13, the Financing Sources are express third party Third Party beneficiaries of, and may enforce, any of the provisions of Section 10.3(k) and this Section 8.14 11.14, and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein may such provisions shall not be amended amended, supplemented, waived or otherwise modified in a manner any way adverse to the Financing Sources without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement, or any Financing Source’s obligations under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing DateSources.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the PartnershipSeller and the Company, each on behalf of itself and the Partnership itself, its Subsidiaries and each of its controlled affiliatesAffiliates, hereby: (a) agrees that any legal action or proceedingaction, whether in law or in equity, whether in contract or in tort or otherwise, involving any of the Financing SourcesParties, arising out of or relating to, this Agreement, Agreement or the Debt Financing, any 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 legal action to the exclusive jurisdiction of such court, (b) agrees that any such legal action 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 state), except as otherwise provided in any agreement relating to the Debt Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter any 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 Laws of the State of Delaware), (c) knowingly, intentionally and voluntarily waives waives, to the fullest extent permitted by applicable law law, trial by jury in any such legal action or proceeding brought against the Financing Sources Parties in any way arising out of or relating to, this Agreement, Agreement or the Debt Financing, any transactions contemplated hereby or thereby, or the performance of any services thereunder, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources Parties shall have any liability to the Partnership Seller, the Company or any of the Partnership their respective Subsidiaries or any of their respective controlled affiliates or representatives relating to or arising out of this Agreement, the Debt Commitment Letter Agreement or the Debt Financing or any transactions contemplated hereby or thereby (subject to the last sentence of this Section 10.20) or the performance of any services hereunder or thereunder, whether in law or in equity, whether in contract or in tort or otherwise, and (ge) agrees that notwithstanding Section 8.13, the Financing Sources Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 10.20 and that this Section 8.14 10.20 (and the definition of defined term “Financing Sources” and any of the defined terms therein Parties”) may not be amended in a manner adverse to the any Financing Sources Party without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed)Entities. Notwithstanding the foregoing, nothing in this Section 8.14 10.20 shall in any way limit or modify the rights and obligations of Parent the Purchaser under this Agreement, Agreement or any Financing SourceParty’s obligations to Purchaser or any of its Subsidiaries or Affiliates under any commitment letter or other agreement in respect of the Debt Commitment Letter, Financing or the rights of the Partnership Company and the Partnership its Subsidiaries against the Financing Sources Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Partnership, on behalf of itself and the Partnership Subsidiaries and each of its controlled affiliates, hereby: The Company hereby (a) agrees agree that any legal action or proceedingaction, whether in law Law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesEntities, arising out of or relating to, this Agreement, the Debt Financing, Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Financing or any of the transactions contemplated hereby or thereby, 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 legal action to the exclusive jurisdiction of such court, and agrees not to bring or support any such legal action against any Financing Entity in any forum other than such courts, (b) agrees that any such legal action 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 state), except as otherwise provided in any agreement relating to the Debt Financing and 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)Financing, (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law Law trial by jury in any such legal action or proceeding brought against the Financing Sources Entities in any way arising out of or relating to, this Agreement, the Debt Financing, Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Financing or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunder, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources Entities shall have any liability to the Partnership or any of Company, the Partnership Company Subsidiaries or any and each of their respective controlled affiliates or representatives Affiliates relating to or arising out of this Agreement, the Debt Commitment Letter or the Debt Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, and thereunder (g) agrees that notwithstanding Section 8.13, subject to the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions last sentence of this Section 8.14 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein may not be amended in a manner adverse to the Financing Sources without the written consent of the Financing Entities (such consent not to be unreasonably withheld9.14), conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement, or any Financing Source’s obligations under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.and

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, contrary (including any other provisions of this Article X): the PartnershipCompany, on behalf of itself and the Partnership itself, its Subsidiaries and each of its controlled affiliatesAffiliates, and each other party hereto, on behalf of itself, its Subsidiaries and each of its controlled Affiliates, hereby: (a) agrees that any legal action or proceedingaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesParties, arising out of or relating to, this Agreement, the Debt Financing, Financing or any of the agreements entered into in connection with the Debt Financing (including the Debt Commitment Letter) or any of the transactions contemplated hereby or thereby, 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 legal action to the exclusive jurisdiction of such court, and agrees not to bring or support any such legal action against any Financing Party in any forum other than such courts, (b) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and 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)Financing, (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Financing Sources Parties in any way arising out of or relating to, this Agreement, Agreement or the Debt Financing, any transactions contemplated hereby or thereby, or Financing (including the performance of any services thereunderDebt Commitment Letter), (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources Parties shall have any liability to the Partnership Company or any of the Partnership its Subsidiaries or any of their respective controlled affiliates Affiliates or representatives relating to or arising out of this Agreement, the Debt Commitment Letter or the Debt Financing, (e) agrees that only Parent (including its permitted successors and assigns under the Debt Commitment Letter) shall be permitted to bring any claim (including any claim for specific performance) against a Financing Party for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Commitment Letter and that neither the Company nor any of its Subsidiaries or controlled Affiliates shall be entitled to seek the remedy of specific performance with respect to Parent’s rights under the Debt Commitment Letter against the Financing Parties, (f) agrees in no event will any Financing Party be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business, or anticipated savings), or damages of a tortious nature in connection with this Agreement, the Debt Financing or any transactions contemplated hereby or thereby or the performance of any services thereunderDebt Commitment Letter, and (g) agrees that notwithstanding Section 8.13, the Financing Sources Parties are express third third-party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 10.11 and that this Section 8.14 10.11 and the definition definitions of “Financing SourcesParties” and “Financing Entities” (and any other provisions of this Agreement to the extent a modification thereof would affect the substance of any of the defined terms therein foregoing) may not be amended in a manner adverse to the Financing Sources amended, modified or waived without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed)Entities. Notwithstanding the foregoing, nothing in this Section 8.14 10.11 shall in any way limit or modify the rights and obligations of Parent under this Agreement, Agreement or any Financing SourceParty’s obligations to Parent under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of Parent and Purchaser (in the Partnershipcase of Purchaser, other than with respect to clause (g)), in each case, on behalf of itself and the Partnership itself, its Subsidiaries and each of its controlled affiliates, Affiliates hereby: (a) agrees that any legal action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesParties, arising out of or relating to, this Agreement, the Debt Financing, Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, 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 legal action proceeding to the exclusive jurisdiction of such court, (b) agrees that any such legal action proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and 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 other applicable definitive documentation related document relating 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)Financing, (c) knowinglyagrees not to bring or support or permit any of its controlled Affiliates to bring or support any proceeding of any kind or description, intentionally and voluntarily waives to the fullest extent permitted by applicable whether in law trial by jury or in equity, whether in contract or in tort or otherwise, against any such legal action or proceeding brought against the Financing Sources Party in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunderthereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries Parent or the Partnership’s its controlled affiliates Affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.711.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any proceeding brought against the Financing Sources shall have Parties in any liability to the Partnership or any of the Partnership Subsidiaries or any of their respective controlled affiliates or representatives relating to or way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the Debt Financing or any transactions contemplated hereby or thereby or the performance of any services thereunder, and (g) agrees that notwithstanding Section 8.13none of the Financing Parties will have any liability to Parent or any of its controlled Affiliates (in each case, other than Purchaser’s Affiliates) 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 (except, after giving effect to the Closing, to the Transferred Entities in accordance with the final documentation contemplated by the Debt Financing) and (h) agrees that the Financing Sources Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 11.13, and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein may such provisions shall not be amended in a manner any way adverse to the Financing Sources Parties without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement, or any Financing Source’s obligations under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing DateEntities.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Partnershipeach party hereto, on behalf of itself and the Partnership itself, its Subsidiaries and each of its controlled affiliatesAffiliates, hereby: (a) agrees that any legal action or proceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesParties, arising out of or relating to, this Agreement, the Debt Financing, Financing or any of the agreements entered into or in connection with the Financing or any of the transactions contemplated hereby or thereby, 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 legal action Action to the exclusive jurisdiction of such court, (b) agrees that any such legal action Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and 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), (c) agrees not to bring or support, or permit any of their controlled Affiliates to bring or support, any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Parties arising out of, or relating to, this Agreement, the transactions contemplated hereby, the Financing or the performance of services thereunder or related thereto in any forum other than the state or federal court sitting in the Borough of Manhattan, New York, New York, and any appellate court thereof, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding Action brought against the Financing Sources Parties in any way arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, Agreement or the performance of any services thereunder, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7Financing, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources Parties shall have any liability to the Partnership Seller or any of the Partnership its Subsidiaries or any of their respective controlled affiliates Affiliates or representatives Representatives relating to or arising out of this Agreement, the Debt Commitment Letter or the Debt Financing Financing, any commitment letter relating thereto 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 (subject to the last sentence of this Section 11.17) and neither Seller nor any of its Subsidiaries or any of their respective controlled Affiliates or Representatives will have any rights or claims against any of the Financing Parties hereunder or thereunder (subject to the last sentence of this Section 11.17), and (gf) agrees that notwithstanding Section 8.13, the Financing Sources Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 11.17 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein 11.17 may not be amended amended, supplemented or waived in a manner adverse to the Financing Sources Parties without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed)Entities. Notwithstanding the foregoing, nothing in this Section 8.14 11.17 shall in any way limit or modify the rights and obligations of Parent Purchaser under this Agreement, Agreement or any Financing SourceParty’s obligations to Purchaser under the Debt Commitment Letter, Letter or any other Financing agreement or the rights of the Partnership Seller and the Partnership its Subsidiaries against the Financing Sources Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, contrary (including any other provisions of this Article XI): Seller and the PartnershipSale Entities, on behalf of itself itself, and the Partnership their respective Subsidiaries and controlled Affiliates, and each other party hereto, on behalf of itself, its Subsidiaries and each of its controlled affiliatesAffiliates, hereby: (a) agrees that any legal action or proceedingaction, whether in law Law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesParties, arising out of or relating to, this Agreement, the Financing or any of the agreements entered into in connection with the Financing (including the Debt Financing, Commitment Letter) or any transactions contemplated hereby of the Contemplated Transactions or thereby, 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 legal action to the exclusive jurisdiction of such court, and agrees not to bring or support any such legal action against any Financing Party in any forum other than such courts, (b) agrees that any such legal action 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 state), except as otherwise provided in any agreement relating to the Debt Financing and 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)Financing, (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Financing Sources Parties in any way arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, Agreement or the performance of any services thereunderFinancing, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources Parties shall have any liability to Seller or the Partnership or any of the Partnership Subsidiaries Sale Entities or any of their respective Subsidiaries, controlled affiliates Affiliates or representatives relating to or arising out of this Agreement, the Debt Commitment Letter or the Financing, (e) agrees that only Xxxxx (including its permitted successors and assigns under the Debt Commitment Letter) shall be permitted to bring any claim (including any claim for specific performance) against a Financing Party for failing to satisfy any obligation to fund the Financing pursuant to the terms of the Debt Commitment Letter and that neither Seller, the Sale Entities nor any of their respective Subsidiaries or controlled Affiliates shall be entitled to seek the remedy of specific performance with respect to Xxxxx’s rights under the Debt Commitment Letter against the Financing Parties party thereto, (f) agrees in no event will any transactions contemplated hereby Financing Party be liable for consequential, special, exemplary, punitive or thereby indirect damages (including any loss of profits, business, or anticipated savings), or damages of a tortious nature in connection with the performance of any services thereunderFinancing, and (g) agrees that notwithstanding Section 8.13, the Financing Sources Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 11.18 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein 11.18 may not be amended in a manner adverse to the Financing Sources amended, modified or waived without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed)Entities. Notwithstanding the foregoing, nothing in this Section 8.14 11.18 shall in any way limit or modify the rights and obligations of Parent Buyer under this Agreement, Agreement or any Financing SourceParty’s obligations to Buyer under the Debt Commitment Letter, or the rights of the Partnership . [SIGNATURE PAGES FOLLOW] Signature Page – Purchase and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.Sale Agreement 4894-6761-6617 v.11

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, contrary (including any other provisions of this ARTICLE XI): Seller and the PartnershipSale Entities, on behalf of itself itself, and the Partnership their respective Subsidiaries and controlled Affiliates, and each other party hereto, on behalf of itself, its Subsidiaries and each of its controlled affiliatesAffiliates, hereby: (a) agrees that any legal action or proceedingaction, whether in law Law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesParties, arising out of or relating to, this Agreement, the Financing or any of the agreements entered into in connection with the Financing (including the Debt Financing, Commitment Letter) or any transactions contemplated hereby or thereby, of the Contemplated Transactions 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 legal action to the exclusive jurisdiction of such court, and agrees not to bring or support any such legal action against any Financing Party in any forum other than such courts, (b) agrees that any such legal action 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 state), except as otherwise provided in any agreement relating to the Debt Financing and 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)Financing, (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Financing Sources Parties in any way arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, Agreement or the performance of any services thereunderFinancing, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources Parties shall have any liability to Seller or the Partnership or any of the Partnership Subsidiaries Sale Entities or any of their respective Subsidiaries, controlled affiliates Affiliates or representatives relating 84 4863-6343-8441 v.8 to or arising out of this Agreement, the Debt Commitment Letter or the Financing, (e) agrees that only Buyer (including its permitted successors and assigns under the Debt Commitment Letter) shall be permitted to bring any claim (including any claim for specific performance) against a Financing Party for failing to satisfy any obligation to fund the Financing pursuant to the terms of the Debt Commitment Letter and that neither Seller, the Sale Entities nor any of their respective Subsidiaries or controlled Affiliates shall be entitled to seek the remedy of specific performance with respect to Buyer’s rights under the Debt Commitment Letter against the Financing Parties party thereto, (f) agrees in no event will any transactions contemplated hereby Financing Party be liable for consequential, special, exemplary, punitive or thereby indirect damages (including any loss of profits, business, or anticipated savings), or damages of a tortious nature in connection with the performance of any services thereunderFinancing, and (g) agrees that notwithstanding Section 8.13, the Financing Sources Parties are express third third-party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 11.18 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein 11.18 may not be amended in a manner adverse to the Financing Sources amended, modified or waived without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed)Entities. Notwithstanding the foregoing, nothing in this Section 8.14 11.18 shall in any way limit or modify the rights and obligations of Parent Buyer under this Agreement, Agreement or any Financing SourceParty’s obligations to Buyer under the Debt Commitment Letter, or the rights . [SIGNATURE PAGES FOLLOW] 4863-6343-8441 v.8 Exhibit A Form of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any Assignment of the transactions contemplated thereby or any services thereunder following the Membership Interests To be attached. 4863-6343-8441 v.8 Exhibit B Form of Transition Services Agreement To be attached. 4863-6343-8441 v.8 Exhibit C Illustrative Calculation of Preliminary Post-Closing DatePayment Amount To be attached. 4863-6343-8441 v.8 Exhibit D Form of Buyer Parent Guaranty To be attached.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the PartnershipCompany, on behalf of itself itself, the Subsidiaries of the Company, and the Partnership each of their respective controlled Affiliates, and Parent and Merger Sub, on behalf of themselves, their respective Subsidiaries and each of its their respective controlled affiliates, Affiliates hereby: (a) agrees agree that any legal action actions or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, proceedings involving the Debt Financing Sources and/or Preferred Equity Financing Sources, together with their respective Affiliates and their and their respective Affiliates’ former, current and future officers, directors, employees, agents and representatives and their respective successors and assigns (collectively, including the Debt Financing Sources and Preferred Equity Financing Sources, the “Financing Source Related Parties”) arising out of or relating to, this Agreement, the Debt Financing, the Preferred Equity Financing or any of the agreements entered into in connection with the Debt Financing (including the Debt Commitment Letter), the Preferred Equity Financing (including the Preferred Equity Commitment Letter) or any of the transactions contemplated hereby or thereby, or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any 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 legal action to the exclusive jurisdiction of such court, (b) agrees that any such legal 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 any other law) and shall be subject to the laws exclusive jurisdiction of another state)any federal or state court in the Borough of Manhattan, except as otherwise provided New York, New York, and any appellate court thereof and the Company irrevocably submits itself and its property with respect to any such action or proceeding to the exclusive jurisdiction of such court, and agrees not to bring or support any such action or proceeding against any Financing Source Related Party in any agreement relating to the Debt Financing and except to the extent relating to the interpretation of any provisions in this Agreement forum other than such courts, (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)b) WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING BROUGHT AGAINST THE FINANCING SOURCE RELATED PARTIES, (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, or the performance of any services thereunder, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees agree that none of the Financing Sources Source Related Parties shall have any liability to the Partnership or any Company, the Subsidiaries of the Partnership Subsidiaries Company or any of their respective controlled affiliates Affiliates (other than, for the avoidance of doubt, the Surviving Corporation and its Subsidiaries (or, at or representatives after the Effective Time, the Company and its Subsidiaries)) relating to or arising out of this Agreement, the Debt Financing, the Preferred Equity Financing or any of the agreements entered into in connection with the Debt Financing and/or Preferred Equity Financing (including the Debt Commitment Letter and the Preferred Equity Commitment Letter), (d) agree that only Parent, Merger Sub, Surviving Corporation or their respective Subsidiaries (or, at and after the Effective Time, the Company and its Subsidiaries) shall be permitted to bring any claim (including any claim for specific performance) against a Debt Financing Source and/or Preferred Equity Financing Source, as applicable, for failing to satisfy any obligation to fund the Debt Financing and/or the Preferred Equity Financing pursuant to the terms of any of the agreements entered into in connection with the Debt Financing (including the Debt Commitment Letter) and/or the Preferred Equity Financing (including the Preferred Equity Commitment Letter), as applicable, and that none of the Company, the Subsidiaries of the Company or any of their respective controlled Affiliates (except at or after the Effective Time as an Affiliate) shall be entitled to seek the remedy of specific performance with respect to Parent’s, Merger Sub’s or their respective Affiliates’ rights under such agreements against the Debt Financing Sources and/or Preferred Equity Financing Sources and/or any Financing Source Related Parties, as applicable, party thereto, (e) agree, solely prior to the Effective Time, in no event will any Financing Source Related Party be liable to the Company or its Subsidiaries for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business, or anticipated savings), or damages of a tortious nature in connection with the Debt Financing or any transactions contemplated hereby or thereby or the performance of any services thereunderPreferred Equity Financing, as applicable and (gf) agrees agree that notwithstanding Section 8.13, the Financing Sources Source Related Parties are express third party beneficiaries ofof the third sentence of Sections 9.04(d)(i) and 9.04(e) and this Section 9.15 of this Agreement, and the Debt Financing Sources and Preferred Equity Financing Sources may enforce, enforce such rights under such provisions and such provisions (and any of the definitions used in such provisions or any other provision of this Section 8.14 Agreement to the extent an amendment, supplement, waiver or other modification of such provisions would materially modify and that abrogate the substance of this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein may Section) shall not be amended amended, supplemented, waived or otherwise modified in a manner any way materially adverse to the any Financing Sources Source Related Parties without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement, or any each related Debt Financing Source’s obligations under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each Seller, each of the PartnershipHK Acquired Companies, and each of the US Acquired Companies on behalf of itself itself, and the Partnership Subsidiaries and each of its controlled affiliates, Affiliates hereby: (a) agrees that any legal action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, Legal Proceeding involving the Debt Financing Sources, arising out of or relating to, this Agreement, the Debt FinancingCommitment Letters, 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, thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or state if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York 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 and each party hereto irrevocably submits itself and its property with respect to any such legal action or proceeding to the exclusive jurisdiction of such court, (b) agrees that any such legal 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 state), except as otherwise provided in any agreement relating to the Debt Financing and 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)Financing, (c) knowingly, intentionally and voluntarily waives agrees not to the fullest extent permitted by applicable law trial by jury in bring or support or permit any such legal of its Affiliates to bring or support any action or proceeding brought of 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 in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letters or any other agreement entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunderthereunder in any forum other than any federal (to the extent permitted by law) or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Partnershipeither Seller, the Partnership any Acquired Company, and each of its Subsidiaries or the Partnership’s controlled affiliates Affiliates in any such legal proceeding action or proceeding shall be effective if notice is given in accordance with Section 8.78.2, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action or proceeding in any such court, (fF) agrees that none KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT AGAINST THE DEBT FINANCING SOURCES IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE DEBT FINANCING, THE DEBT COMMITMENT LETTERS OR ANY OTHER AGREEMENT 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) hereby waives any and all claims and causes of action against the Debt Financing Sources shall have any liability to the Partnership or any of the Partnership Subsidiaries or any of their respective controlled affiliates or representatives relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter Letters or any other agreement entered into in connection with the 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, (gh) agrees that notwithstanding Section 8.13, the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 8.12, and (i) agrees that the provisions of this Section 8.14 8.12 and the definition definitions of “Debt Financing Sources” and “Debt Financing” (and any other provisions of this Agreement to the extent a modification thereof would affect the substance of any of the defined terms therein may foregoing) shall not be amended or waived in a any manner adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Entities (such consent not Sources party to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement, or any Financing Source’s obligations under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing DateLetters.

Financing Provisions. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, the Partnership, on behalf of itself and the Partnership Subsidiaries and each of its controlled affiliates, herebythe parties hereto: (ai) agrees that it will not bring or support any legal action person in any action, suit, proceeding, cause of action, claim, cross-claim or proceedingthird-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, involving against any of the Financing Sources, officers, directors, employees, agents, advisors and representatives involved in the financing contemplated by the External Financing Commitments) 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, any transactions contemplated hereby or thereby, External Financing Commitments or the performance of thereof or the financings contemplated thereby, in any services thereunder, shall be subject to forum other than the exclusive jurisdiction of any federal or state court and New York State courts located in the Borough of Manhattan, Manhattan of the City of 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 legal action to the exclusive jurisdiction of such court, ; (bii) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state)that, except as otherwise provided in any agreement relating to the Debt Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision specifically set forth in the Debt Commitment Letter External Financing Commitments, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against 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), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Financing Sources in any way relating to the External Financing Commitments 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; (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 to, this Agreement, in any way to the Debt Financing, any transactions contemplated hereby or thereby, External Financing Commitments or the performance of any services thereunderthereof or the financings contemplated thereby, (div) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the no Financing Sources Source shall have any liability (whether in contract, in tort or otherwise) to the Partnership or any of the Partnership Subsidiaries parties hereto, in their capacities as parties to this Agreement, 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 their respective controlled affiliates any oral representations made or representatives relating alleged to have been made in connection herewith or therewith, including any dispute arising out of this Agreement, or relating in any way to the Debt Commitment Letter or the Debt External Financing or any transactions contemplated hereby or thereby Commitments or the performance of any services thereunderthereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise, and (gv) agrees that notwithstanding Section 8.13, the Financing Sources are express third intended third-party beneficiaries of, and may enforce, any of shall be entitled to the provisions protections of this Section 8.14 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein may not be amended in a manner adverse to the Financing Sources without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed)provision. Notwithstanding the foregoing, nothing in this Section 8.14 Nothing contained herein shall in any way limit or modify the rights and obligations of Merger Sub, the Parent under this Agreement, or any Financing Source’s obligations under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to set forth under the Debt External Financing or any of the transactions contemplated thereby or any services thereunder following the Closing DateCommitments.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Partnership, Parent on behalf of itself and the Partnership itself, its Subsidiaries and each of its controlled affiliates, Affiliates hereby: (a) agrees that any legal action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesParties, arising out of or relating to, this Agreement, the Debt Financing, the Preferred Equity Financing or any of the agreements (including the Debt Commitment Letter and the Preferred Equity Commitment Letter) entered into in connection with the Debt Financing, the Preferred Equity Financing or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, 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 legal action proceeding to the exclusive jurisdiction of such court, (b) agrees that any such legal action proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement the Debt Commitment Letter, the Preferred Equity Commitment Letter or other applicable definitive document relating to the Debt Financing and except to or 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)Preferred Equity Financing, as applicable, (c) knowinglyagrees not to bring or support or permit any of its Affiliates to bring or support any proceeding of any kind or description, intentionally and voluntarily waives to the fullest extent permitted by applicable whether in law trial by jury or in equity, whether in contract or in tort or otherwise, against any such legal action or proceeding brought against the Financing Sources Party in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Preferred Equity Financing, the Preferred Equity Commitment Letter or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunderthereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries Parent or the Partnership’s its controlled affiliates Affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.711.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any proceeding brought against the Financing Sources shall have Parties in any liability to the Partnership or any of the Partnership Subsidiaries or any of their respective controlled affiliates or representatives relating to or way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter, the Preferred Equity Financing, the Preferred Equity Commitment Letter or any of the Debt Financing or any transactions contemplated hereby or thereby or the performance of any services thereunder, and (g) agrees that notwithstanding Section 8.13none of the Financing Parties will have any liability to Parent or any of its Subsidiaries or any of their respective Affiliates or representatives (in each case, other than Purchaser and its Affiliates) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Preferred Equity Financing, the Preferred Equity 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 Financing Sources Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 11.13 and Section 9.3(d) and Section 11.9, and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein may such provisions shall not be amended in a manner any way adverse to the Financing Sources Parties without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in Parties; provided that for purposes of this Section 8.14 11.13, “Financing Parties” shall in any way limit or modify not include the rights and obligations of Parent under this Agreement, or any Financing Source’s obligations under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect entities that have committed to provide financing pursuant to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing DateEquity Commitment Letters.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the PartnershipCompany, on behalf of itself and the Partnership itself, its Subsidiaries and each of its controlled affiliatesAffiliates, hereby: (a) agrees that any legal action or proceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesParties, arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, Agreement or the performance of any services thereunderFinancing, 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 legal action Action to the exclusive jurisdiction of such court, (b) agrees that any such legal action Action 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 state), except as otherwise provided in any agreement the Commitment Letter or other applicable definitive document relating to the Debt Financing and 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 Laws of the State of Delaware), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding Action brought against the Financing Sources Parties in any way arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, Agreement or the performance of any services thereunderFinancing, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources Parties shall have any liability to the Partnership Company or any of the Partnership Subsidiaries its subsidiaries or any of their respective controlled affiliates Affiliates or representatives relating to or arising out of this Agreement, the Debt Commitment Letter Agreement or the Debt Financing or any transactions contemplated hereby or thereby or (subject to the performance last sentence of any services thereunder, this Section 8.15) and (ge) agrees that notwithstanding Section 8.13, the Financing Sources Parties are express third party beneficiaries of, and may rely upon and enforce, any of the provisions of this Section 8.14 8.15 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein 8.15 may not be amended in a manner materially adverse to the Financing Sources Parties without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.14 8.15 shall in any way limit or modify the rights and obligations of Parent Purchaser under this Agreement, Agreement or any Financing SourceParty’s obligations to Purchaser under the Debt Commitment Letter, Letter or the rights of the Partnership Company and the Partnership its Subsidiaries against the Financing Sources Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, contrary (including any other provisions of this ARTICLE XI): Seller and the PartnershipSale Entities, on behalf of itself itself, and the Partnership their respective Subsidiaries and controlled Affiliates, and each other party hereto, on behalf of itself, its Subsidiaries and each of its controlled affiliatesAffiliates, hereby: (a) agrees that any legal action or proceedingaction, whether in law Law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesParties, arising out of or relating to, this Agreement, the Financing or any of the agreements entered into in connection with the Financing (including the Debt Financing, Commitment Letter) or any transactions contemplated hereby or thereby, of the Contemplated Transactions 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 legal action to the exclusive jurisdiction of such court, and agrees not to bring or support any such legal action against any Financing Party in any forum other than such courts, (b) agrees that any such legal action 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 state), except as otherwise provided in any agreement relating to the Debt Financing and 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)Financing, (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Financing Sources Parties in any way arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, Agreement or the performance of any services thereunderFinancing, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources Parties shall have any liability to Seller or the Partnership or any of the Partnership Subsidiaries Sale Entities or any of their respective Subsidiaries, controlled affiliates Affiliates or representatives relating to or arising out of this Agreement, the Debt Commitment Letter or the Financing, (e) agrees that only Xxxxx (including its permitted successors and assigns under the Debt Commitment Letter) shall be permitted to bring any claim (including any claim for specific performance) against a Financing Party for failing to satisfy any obligation to fund the Financing pursuant to the terms of the Debt Commitment Letter and that neither Seller, the Sale Entities nor any of their respective Subsidiaries or controlled Affiliates shall be entitled to seek the remedy of specific performance with respect to Buyer’s rights under the Debt Commitment Letter against the Financing Parties party thereto, (f) agrees in no event will any transactions contemplated hereby Financing Party be liable for consequential, special, exemplary, punitive or thereby indirect damages (including any loss of profits, business, or anticipated savings), or damages of a tortious nature in connection with the performance of any services thereunderFinancing, and (g) agrees that notwithstanding Section 8.13, the Financing Sources Parties are express third third-party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 11.18 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein 11.18 may not be amended in a manner adverse to the Financing Sources amended, modified or waived without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed)Entities. Notwithstanding the foregoing, nothing in this Section 8.14 11.18 shall in any way limit or modify the rights and obligations of Parent Buyer under this Agreement, Agreement or any Financing SourceParty’s obligations to Buyer under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the PartnershipSeller and the Company, on behalf of itself and the Partnership Subsidiaries itself, its subsidiaries and each of its controlled affiliatesAffiliates, hereby: (a) agrees that any legal action or proceedingaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesParties, arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, Agreement or the performance of any services thereunderFinancing, 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 legal action to the exclusive jurisdiction of such court, (b) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and 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), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Financing Sources Parties in any way arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, Agreement or the performance Financing or any of any services thereunderthe agreements related to the Financing, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources Parties shall have any liability to the Partnership Seller, the Company or any of the Partnership Subsidiaries their subsidiaries or any of their respective controlled affiliates Affiliates or representatives Representatives relating to or arising out of this Agreement, the Debt Commitment Letter Agreement or 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 (subject to the last sentence of this Section 9.8), (e) subject to the last sentence of this Section 9.8, waives any and all rights or claims against the Financing Parties in connection with this Agreement, the Financing or any of the agreements entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or equity, contract, tort or otherwise, and each such Person agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any proceeding or legal or equitable action against any Financing Party in connection with this Agreement, the Financing or any of the agreements entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (gf) agrees that notwithstanding Section 8.13, the Financing Sources Parties are express third party beneficiaries of, and may enforce, any of the provisions of Section 9.3 and this Section 8.14 9.8 and that Section 9.3 and this Section 8.14 and 9.8 (or any other provision of this Agreement the definition amendment, modification or alteration of “Financing Sources” and any which has the effect of the defined terms therein modifying such provisions) may not be amended in a manner adverse to the Financing Sources Parties without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.14 9.8 shall in any way limit or modify the rights and obligations of Parent Buyer under this Agreement, Agreement or any Financing SourceParty’s obligations to Buyer under the Debt Commitment Letter, Letter or the rights of the Partnership Seller and the Partnership Subsidiaries Company Group against the Financing Sources Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.

Financing Provisions. Notwithstanding For the avoidance of doubt, notwithstanding anything herein or in this Agreement the Commitment Letter to the contrary, none of the PartnershipMBS Parties or the Representative are third party beneficiaries of the Commitment Letter and related documents and in no event shall the MBS Parties or the Designated Representative be entitled to enforce or seek to enforce specifically or to cause Buyer to enforce any of Buyer’s rights and remedies against any financial institution providing commitments or undertaking any other obligations (collectively, on behalf the “Financing Sources”) under the Commitment Letter or any related documentation at any time, including with respect to Buyer’s obligation or right to cause the Debt Financing to be funded in order to consummate the transactions contemplated hereby. Notwithstanding the foregoing, (i) the Financing Sources are third party beneficiaries of itself Section 8.5, Section 8.9, Section 10.8, and the Partnership Subsidiaries Section 10.9 of this Agreement and (ii) each of its controlled affiliates, hereby: (a) the parties hereto agrees that it will not bring or support any legal action action, cause of action, claim, cross—claim or proceedingthird—party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources, arising out of or relating to, this Agreement, the Debt Financing, any 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 legal action to the exclusive jurisdiction of such court, (b) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and 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), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, or the performance of any services thereunder, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources shall have any liability to the Partnership or any of the Partnership Subsidiaries or any of their respective controlled affiliates or representatives relating to or arising out of this Agreement, the Debt Commitment Letter or the Debt Financing or any transactions contemplated hereby or thereby or the performance of any services thereunder, and (g) agrees that notwithstanding Section 8.13, the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein may not be amended in a manner adverse to the Financing Sources without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement, or any Financing Source’s obligations under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing Agreement or any of the transactions contemplated thereby by this Agreement, including any dispute arising out of or relating in any services thereunder following way to the Closing DateCommitment Letter or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Xxxxxxxx Xxxxxxxx of New York (and appellate courts thereof). Nothing in this Section 10.19 shall affect any claim by any of the MBS Parties against the Buyer for breach of its obligations under this Agreement. [The remainder of this page is intentionally left blank.]

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Partnership, Company on behalf of itself and its Subsidiaries (collectively, the Partnership Subsidiaries and each of its controlled affiliates"Company Covered Parties"), hereby: (a) agrees that any legal action or proceedingProceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving any of the Financing SourcesSources of the Purchaser and the Company Covered Parties, arising out of or relating to, this Agreement, any Debt Financing or any of the agreements (including the Debt Financing, Commitment Letter) entered into in connection with any Debt Financing or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, 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 legal action Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such legal action Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and 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)Letter, (c) knowinglyagrees not to bring or support, intentionally and voluntarily waives or permit any Company Covered Party to the fullest extent permitted by applicable bring or support, any Proceeding of any kind or description, whether in law trial by jury or in equity, whether in contract or in tort or otherwise, against any such legal action or proceeding brought against the Financing Sources Source in any way arising out of or relating to, this Agreement, the any Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunderthereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates any Company Covered Party in any such legal proceeding or proceeding Proceeding shall be effective if notice is given in accordance with Section 8.78.5, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding Proceeding in any such court, (f) agrees that none of the Financing Sources shall have any liability waives to the Partnership or fullest extent permitted by applicable law trial by jury in any of the Partnership Subsidiaries or Proceeding brought against any of their respective controlled affiliates or representatives relating to or Financing Source in any way arising out of or relating to, this Agreement, any Debt Financing, the Debt Commitment Letter or any of the Debt Financing or any transactions contemplated hereby or thereby or the performance of any services thereunder, and (g) (A) agrees that notwithstanding Section 8.13none of the Financing Sources will have any liability to the Company or any other Company Covered Party relating to or arising out of this Agreement, any Debt Financing, the Debt Commitment Letter or any of the transactions 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 (B) agrees not to commence (and if commenced, agrees to dismiss or otherwise terminate) any proceeding or legal equitable actions against any of the Financing Sources in connection with this Agreement, any 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 (provided that, for the avoidance of doubt, upon and after the Closing to the extent any Company Covered Party becomes party to any definitive document with respect to any Debt Financing, this clause (g) shall not impair the Company's or such other Company Covered Party's rights under any such definitive agreement with respect to any Debt Financing), and (h) agrees that the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of Section 8.1(2), Section 8.3(3), Section 8.8(3), Section 8.13 and this Section 8.14 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein may not be amended in a manner adverse to the Financing Sources without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement, or any Financing Source’s obligations under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date8.18.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the PartnershipThe Company, on behalf of itself and the Partnership itself, its Subsidiaries and each of its controlled affiliatesAffiliates, hereby: (a) agrees that that, subject to clause (c) any legal action or proceedingaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to, this Agreement, the Debt Financing, Financing or any of the agreements entered into in connection with the Financing or any of the transactions contemplated hereby or thereby, 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 Party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court, (b) agrees that any such legal action shall be governed by by, construed and enforced in accordance with the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and except Financing, (c) subject to the extent relating to the interpretation last sentence of this Section 9.15, waives any provisions in this Agreement (including any provision in the Debt Commitment Letter and all rights or in any definitive documentation related to claims against the Debt Financing that expressly specifies that Sources in connection with this Agreement, the interpretation Financing or any of such provisions shall be governed by and construed the agreements entered into in accordance connection with the law Financing or any of the State transactions contemplated hereby or thereby or the performance of Delaware)any services thereunder, whether in law or equity, contract, tort or otherwise, and each such Person agrees not to commence (and if commenced agrees to Table of Contents dismiss or otherwise terminate) any proceeding or legal or equitable action against any Debt Financing Source in connection with this Agreement, the Financing or any of the agreements entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (cd) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, Financing or any of the transactions contemplated hereby or thereby, or the performance of any services thereunder, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Debt Financing Sources shall have any liability to the Partnership or Company, any of the Partnership its Subsidiaries or any of their respective controlled affiliates Affiliates or representatives or any Company Related Party relating to or arising out of this Agreement, the Debt Commitment Letter or 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 (subject to the last sentence of this Section 9.15), and (gf) agrees that notwithstanding Section 8.13, the Debt Financing Sources are express third third-party beneficiaries of, and may rely upon and enforce, any of the provisions of Section 8.3(e), Section 9.5(b), Section 9.8 and this Section 8.14 9.15 and that Section 8.3(e), Section 9.5(b), Section 9.8 and this Section 8.14 and 9.15 (or any other provision of this Agreement the definition amendment, modification or alteration of “Financing Sources” and any which has the effect of the defined terms therein modifying such provisions) may not be amended in a manner adverse to the adversely affecting any Debt Financing Sources Source without the written consent of the such adversely affected Debt Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed)Source. Notwithstanding the foregoing, nothing in this Section 8.14 9.15 shall in any way limit or modify the rights and obligations of Parent or Merger Sub under this Agreement, Agreement or any Debt Financing Source’s obligations to Parent or Merger Sub under any Commitment Letter or Definitive Agreement (it being understood that following consummation of the Debt Commitment LetterMerger, or nothing in this Section 9.15 shall limit the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or parties to any services thereunder following the Closing DateDefinitive Agreement).

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, contrary (including any other provisions of this Article XI): Seller and the PartnershipSale Entities, on behalf of itself itself, and the Partnership their respective Subsidiaries and controlled Affiliates, and each other party hereto, on behalf of itself, its Subsidiaries and each of its controlled affiliatesAffiliates, hereby: (a) agrees that any legal action or proceedingaction, whether in law Law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesParties, arising out of or relating to, this Agreement, the Financing or any of the agreements entered into in connection with the Financing (including the Debt Financing, Commitment Letter) or any transactions contemplated hereby of the Contemplated Transactions or thereby, 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 legal action to the exclusive jurisdiction of such court, and agrees not to bring or support any such legal action against any Financing Party in any forum other than such courts, (b) agrees that any such legal action 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 state), except as otherwise provided in any agreement relating to the Debt Financing and 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)Financing, (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action or proceeding brought against the Financing Sources Parties in any way arising out of or relating to, this Agreement, the Debt Financing, any transactions contemplated hereby or thereby, Agreement or the performance of any services thereunderFinancing, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources Parties shall have any liability to Seller or the Partnership or any of the Partnership Subsidiaries Sale Entities or any of their respective Subsidiaries, controlled affiliates Affiliates or representatives relating to or arising out of this Agreement, the Debt Commitment Letter or the Financing, (e) agrees that only Xxxxx (including its permitted successors and assigns under the Debt Commitment Letter) shall be permitted to bring any claim (including any claim for specific performance) against a Financing Party for failing to satisfy any obligation to fund the Financing pursuant to the terms of the Debt Commitment Letter and that neither Seller, the Sale Entities nor any of their respective Subsidiaries or controlled Affiliates shall be entitled to seek the remedy of specific performance with respect to Buyer’s rights under the Debt Commitment Letter against the Financing Parties party thereto, (f) agrees in no event will any transactions contemplated hereby Financing Party be liable for consequential, special, exemplary, punitive or thereby indirect damages (including any loss of profits, business, or anticipated savings), or damages of a tortious nature in connection with the performance of any services thereunderFinancing, and (g) agrees that notwithstanding Section 8.13, the Financing Sources Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 11.18 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein 11.18 may not be amended in a manner adverse to the Financing Sources amended, modified or waived without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed)Entities. Notwithstanding the foregoing, nothing in this Section 8.14 11.18 shall in any way limit or modify the rights and obligations of Parent Buyer under this Agreement, Agreement or any Financing SourceParty’s obligations to Buyer under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Partnership, Dominion Member on behalf of itself and the Partnership Subsidiaries and each of its controlled affiliates, Affiliates and Representatives hereby: (a) agrees that any legal action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing SourcesSource or any Debt Financing Related Party, arising out of or relating to, this Agreement, the Debt Financing, Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, York and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such legal action proceeding to the exclusive jurisdiction of such court, ; (b) agrees that any such legal action proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and 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), ; (c) knowinglyagrees not to bring or support or permit any of its Affiliates or Representatives to bring or support any proceeding of any kind or description, intentionally and voluntarily waives to the fullest extent permitted by applicable whether in law trial by jury or in equity, whether in contract or in tort or otherwise, against any such legal action Debt Financing Source or proceeding brought against the 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 of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunderthereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York; (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries Dominion Member or the Partnership’s controlled affiliates its Affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, 11.8; (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, ; (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any proceeding brought against the Debt Financing Sources and the Debt Financing Related Parties in any way 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 services thereunder; (g) agrees that none of the Debt Financing Sources shall or Debt Financing Related Parties will have any liability to the Partnership Dominion Member or any of its Affiliates or Representatives (in each case, other than the Partnership Subsidiaries or any of their respective controlled affiliates or representatives Partner Member) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the Debt Financing or any 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 (gh) agrees that notwithstanding Section 8.13, the Debt Financing Sources and Debt Financing Related Parties are express third third-party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 11.20, and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein may such provisions shall not be amended in a manner any way adverse to the Debt Financing Sources or the Debt Financing Related Parties without the prior written consent of the Debt Financing Entities (such consent not Sources party to be unreasonably withheld, conditioned or delayed)the Debt Commitment Letter. Notwithstanding the foregoing, nothing in this Section 8.14 11.20 shall in any way limit or modify the rights and obligations of Parent under this Agreement, any Debt Financing Source or any Debt Financing Source’s obligations Related Party to the Partner Member under the Debt Commitment Letter, Letter or the rights of the Partnership and the Partnership Subsidiaries Partner Member against the Debt Financing Sources and Debt Financing Related Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date. Signatures Appear on the Following Pages.

Financing Provisions. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, the PartnershipSeller, on behalf of itself and the Partnership Subsidiaries and each of its controlled affiliatesAffiliates, hereby: (a) agrees that any legal action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to, to this Agreement, the Debt Financing, Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, 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 legal action proceeding to the exclusive jurisdiction of such court, (b) agrees that any such legal action proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and 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 other applicable definitive documentation related document relating 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)Financing, (c) knowinglyagrees not to bring or support or permit any of its Affiliates to bring or support any proceeding of any kind or description, intentionally and voluntarily waives to the fullest extent permitted by applicable whether in law trial by jury or in equity, whether in contract or in tort or otherwise, against any such legal action or proceeding brought against the Debt Financing Sources Source in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunderthereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries Seller or the Partnership’s controlled affiliates its Affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.78.04, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any proceeding brought against the Debt Financing Sources shall have in any liability to the Partnership or any of the Partnership Subsidiaries or any of their respective controlled affiliates or representatives relating to or way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the Debt Financing or any transactions contemplated hereby or thereby or the performance of any services thereunder, and (g) agrees that notwithstanding Section 8.13it shall not have any rights or claims against any Debt Financing Sources in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, (h) agrees that none of the Financing Parties shall have any liability to Seller or any of its Affiliates or Representatives (in each case, other than Buyer and any of its Affiliates) 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 (i) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 8.17 and Section 6.03(a), and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein may such provisions shall not be amended in a manner materially adverse to the Debt Financing Sources without the prior written consent of the Financing Entities (such consent Committed Lenders. The foregoing will not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the rights and obligations of Parent Buyer or any of its Affiliates under this Agreement, or any Financing Source’s obligations under the Debt Commitment Letter, Letter or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources definitive debt documents executed in connection with respect to the Debt Financing or any of the transactions contemplated thereby Debt Financing Source’s obligations to Buyer or any services thereunder following of its Affiliates under the Closing DateDebt Commitment Letter or the definitive debt documents executed in connection with the Debt Financing.

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the PartnershipCompany, on behalf of itself and itself, the Partnership Subsidiaries other Acquired Companies and each of its controlled affiliates, Affiliates hereby: (a) agrees that any legal action or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to, this Agreement, the Debt FinancingCommitment Letter, 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, thereby or the performance of any services thereunder, thereunder shall be subject to the exclusive jurisdiction of any federal the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or state if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York 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 and each party hereto irrevocably submits itself and its property with respect to any such legal action or proceeding to the exclusive jurisdiction of such court, (b) agrees that any such legal action or 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 state), except as otherwise provided in any agreement relating to the Debt Financing and 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)Financing, (c) knowingly, intentionally and voluntarily waives agrees not to the fullest extent permitted by applicable law trial by jury in bring or support or permit any such legal other Acquired Company or controlled Affiliates to bring or support any action or proceeding brought of 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 in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any other agreement entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunderthereunder in any forum other than any federal (to the extent permitted by law) or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the PartnershipCompany, and each of the Partnership Subsidiaries other Acquired Companies or the Partnership’s controlled affiliates Affiliates in any such legal proceeding action or proceeding shall be effective if notice is given in accordance with Section 8.710.8, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources shall have any liability to the Partnership or any of the Partnership Subsidiaries or any of their respective controlled affiliates or representatives relating to or arising out of this Agreement, the Debt Commitment Letter or the Debt Financing or any transactions contemplated hereby or thereby or the performance of any services thereunder, and (g) agrees that notwithstanding Section 8.13, the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein may not be amended in a manner adverse to the Financing Sources without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement, or any Financing Source’s obligations under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.the

Financing Provisions. Notwithstanding anything in this Agreement to the contrary, the Partnership, on behalf of itself and the Partnership Subsidiaries and each of its controlled affiliates, hereby: The Company hereby (a) agrees agree that any legal action or proceedingaction, whether in law Law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesEntities, arising out of or relating to, this Agreement, the Debt Financing, Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Financing or any of the transactions contemplated hereby or thereby, 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 legal action to the exclusive jurisdiction of such court, and agrees not to bring or support any such legal action against any Financing Entity in any forum other than such courts, (b) agrees that any such legal action 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 state), except as otherwise provided in any agreement relating to the Debt Financing and 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)Financing, (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law Law trial by jury in any such legal action or proceeding brought against the Financing Sources Entities in any way arising out of or relating to, this Agreement, the Debt Financing, Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Financing or any of the transactions contemplated hereby or thereby, thereby or the performance of any services thereunder, (d) agrees that service of process upon the Partnership, the Partnership Subsidiaries or the Partnership’s controlled affiliates in any such legal proceeding or proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal proceeding in any such court, (f) agrees that none of the Financing Sources Entities shall have any liability to the Partnership or any of Company, the Partnership Company Subsidiaries or any and each of their respective controlled affiliates or representatives Affiliates relating to or arising out of this Agreement, the Debt Commitment Letter or the Debt Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunderthereunder (subject to the last sentence of this Section 9.14), and (ge) agrees that notwithstanding Section 8.13, the Financing Sources Entities are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.14 9.14 and that this Section 8.14 and the definition of “Financing Sources” and any of the defined terms therein 9.14 may not be amended in a manner adverse to the Financing Sources without the written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed)Entities. Notwithstanding the foregoing, nothing in this Section 8.14 9.14 shall in any way limit or modify the rights and obligations of Parent under this Agreement, or any Financing SourceEntity’s obligations to Parent under the Debt Commitment Letter, or the rights of the Partnership and the Partnership Subsidiaries against the Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.