Common use of Debt Financing Sources Clause in Contracts

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph), each Party, on behalf of itself, its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, hereby: (a) agrees that any Proceeding involving a Debt Financing Source arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt 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 irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (c) agrees not to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding in any such court, (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding brought against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (h) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, this Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may not be amended, modified, waived or terminated in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financing.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph), each Party, on behalf of itself, The Company and its Subsidiaries, its controlled Affiliates acknowledge and the Representatives of each of the foregoing, hereby: agree that (a) agrees that any Proceeding involving a each Debt Financing Source arising out of will act as an independent contractor for the Parent and no fiduciary, advisory or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with agency relationship between the Debt Financing Sources, on the one hand, and the Parent or the Debt Commitment Letter Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated hereby by this Agreement and the Debt Financing, irrespective of whether the Debt Financing Sources have advised or thereby are advising the Parent 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 irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such courtCompany on other matters, (b) agrees that any such Proceeding (except to each Debt Financing Source is acting solely as a principal and not as an agent of the extent relating to Parent under the interpretation of any provisions in this Agreement (including any provision in any documentation related to Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that expressly specifies that does not directly or indirectly give rise to, nor do Parent or the interpretation of such provisions shall be governed by and construed in accordance with Company rely on, any fiduciary duty on the Laws part of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction)Debt Financing Sources, (c) agrees not to bring or support any Proceeding the Parent and the Company are capable of any kind or descriptionevaluating and understanding, whether in law or in equityand Parent and the Company understand and accept, whether in contract or in tort or otherwisethe terms, against any Debt Financing Source in any way arising out risks and conditions of or relating to the transactions contemplated by this Agreement, Agreement and the Debt Financing, (d) Parent and the Debt Commitment Letter or any of the agreements entered into in connection with Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Commitment Letter or Financing Sources do not have any of obligation to disclose such interests and transactions to the transactions contemplated hereby or thereby Parent or the performance Company by virtue of any services thereunder in any forum other than any federal fiduciary, advisory or state court in the Borough of Manhattan, New York, New York, (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding in any such court, agency relationship and (e) knowinglythe Company and its Affiliates waive, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in law, any Proceeding brought claims the Company and its Affiliates may have against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing Sources for breach of fiduciary duty or the Debt Commitment Letter or any alleged breach of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source fiduciary duty and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (h) agrees agree that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, this Section 8.14 and not have any liability (iwhether direct or indirect) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination Company and its Affiliates in respect of such provision a fiduciary duty claim or definition would modify the substance to any person asserting a fiduciary duty claim on behalf of any or in right of the foregoing provisions Company, including the Company’s stockholders, employees or definitions) may not be amended, modified, waived or terminated in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided creditors. The Company and its Affiliates further acknowledge and agree that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the definitive agreements executed in connection with Company) other than the Debt Financingparties thereto.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to contrary, the proviso at the end of this paragraph), each Party, Company on behalf of itself, its Subsidiaries, Subsidiaries and each of its controlled Affiliates and the Representatives of each of the foregoing, hereby: (ai) agrees that any Proceeding Action, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Debt Financing Source Sources, solely in their respective capacities as lenders or arrangers in connection with any Financing that is debt financing (the "Debt Financing"), arising out of or relating to to, this Agreement, the any Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the Debt Financing or the Debt 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 irrevocably submits itself and its property with respect to any such Proceeding Action to the exclusive jurisdiction of such court, (bii) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) 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 of another jurisdictionstate), except as otherwise provided in any applicable definitive document relating to the Debt Financing, (ciii) agrees not to bring or support or permit any Proceeding of its controlled Affiliates to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Sources, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (div) agrees that service of process upon the Company, its Subsidiaries or its controlled Affiliates in any such Action or proceeding shall be effective if notice is given in accordance with clause 27, (v) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding Action in any such court, (evi) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding Action brought against any the Debt Financing Source Sources, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (fvii) agrees that no none of the Debt Financing Source shall be subject to any specialSources, consequential, punitive solely in their respective capacities as lenders or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into arrangers in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunderFinancing, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, Company or any of its Subsidiaries or any of their respective Representativescontrolled Affiliates or Representatives (in each case, other than the 106 / 107 Buyer, its Subsidiaries and hereby knowingly, intentionally and voluntarily waives any of their Affiliates) relating to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, otherwise and (hviii) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this clause 31 and shall be entitled to rely on, this Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 such provisions and the definition of “"Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may " shall not be amended, modified, waived or terminated amended in any way adverse to the Debt Financing Sources without the prior written consent of the Primary Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt FinancingSources.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but in all cases subject to and without in any way limiting the proviso at rights, remedies and claims of Parent and its Affiliates under or pursuant any agreement entered into with respect to the end of this paragraphDebt Financing), each Party, of the parties to this Agreement on behalf of itself, its Subsidiaries, itself and each of its controlled Affiliates and the Representatives of each of the foregoing, affiliates hereby: (a) agrees that any Proceeding legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving a Debt the Committed Financing Source Sources, arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, York County and any appellate court thereof (each such court, the “Subject Courts”) and each Party party hereto irrevocably submits itself and its property with respect to any such Proceeding action to the exclusive jurisdiction of such court, (b) court and agrees that any such Proceeding dispute shall be governed by, and construed in accordance with, the Laws of the State of New York (except to provided, however, that notwithstanding the extent relating to forgoing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, it is understood and agreed that (A) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (B) the determination of the accuracy of any provisions “specified acquisition agreement representation” (as such term or similar term may be defined in this Agreement a commitment letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates have the right to terminate its or their obligations hereunder pursuant to Section 8.1(b)(iii) or decline to consummate the Closing as a result thereof pursuant to Section 8.1 and (including any provision C) the determination of whether the Closing has been consummated in any documentation related to all material respects in accordance with the Debt Financing that expressly specifies that the interpretation of such provisions terms hereof, shall in each case be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (, without giving effect to any conflicts choice or conflict of law principles provision or rule that would result in cause the application of the laws Laws of another any other jurisdiction), (cb) agrees not to bring or support or permit any Proceeding of its controlled affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any Debt the Committed Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (dc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding action in any such courtSubject Court, (ed) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of legal requirements trial by jury in any Proceeding legal action brought against any Debt the Committed Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Committed Financing Sources will have any liability to any of the Company, its Subsidiaries or their respective affiliates relating to or arising out of this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company, its Subsidiaries or their respective affiliates shall bring or support any legal action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Committed Financing Sources relating to or in any way arising out of this Agreement, the Debt Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees that no Debt not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Committed Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or hereby, any claim that it is not personally subject to the performance jurisdiction of the Subject Courts as described herein for any services thereunderreason, and (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (hx) agrees that the Debt Committed Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions in this Section 8.14 9.14 (and the definitions of any terms used in this Section 9.14) and (iy) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendmentany amendments to any provision of this Section 9.14 (or, modificationsolely as they relate to such Section, waiver or termination of such provision or definition would modify the substance definitions of any of the foregoing provisions or definitionsterms used in this Section 9.14) may not be amended, modified, waived or terminated in any way are materially adverse to the Debt Committed Financing Sources Sources, such provisions shall not be amended without the prior written consent of the Debt Committed Financing Sources party Sources. Notwithstanding anything contained herein to the Debt Commitment Letter; provided that notwithstanding the foregoingcontrary, nothing in this Section 8.14 9.14 shall in any way limit or modify the obligations of affect any Debt Financing Source to the Parent party’s or any of its Subsidiaries, or the their respective affiliates’ rights of the Parent or and remedies under any its Subsidiaries against any Debt binding agreement between a Committed Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financing.Source and such party. [Signature Page Follows]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (contrary, but subject to the proviso at the end of to this paragraph)Section 10.12, each Partyof Liberty, on behalf of itselfitself and its Affiliates (without giving effect to the first proviso of the definition thereof) and Subsidiaries and each of their respective stockholders, partners and other equity holders, successors, heirs or representatives (in each case, to the extent any such Person is not party hereto, only to the extent such Person is controlled by any party hereto or can otherwise be bound hereby) (“Liberty Related Parties”), but not for the avoidance of doubt SiriusXM or any of its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, hereby: (ai) agrees that any Proceeding Action, whether in law or in equity, whether in contract or in tort or otherwise, involving a any Debt Financing Source Related Party and arising out of or relating to to, this Agreement, the Debt Financing, Financing or the Debt Commitment Letter Alternative Financing or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Alternative Financing or any of the transactions contemplated hereby or thereby by this Agreement and the Transaction Agreements or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party irrevocably submits itself and its property with respect to any such Proceeding Action to the exclusive jurisdiction of such court, (b) agrees that any and such Proceeding Action (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing or the Alternative Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws laws of the State of Delaware)) which shall be governed by and construed in accordance with the laws of the State of Delaware) shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (cii) agrees not to bring bring, or permit any of their respective successors, heirs or representatives, any of other Liberty Related Party to bring, or support any Proceeding Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Alternative Financing or any of the transactions contemplated hereby by this Agreement and the Transaction Agreements or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) agrees that service of process upon Liberty’s or its Subsidiaries or any other Liberty Related Party in any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, involving any Debt Financing Source Related Party in any way arising out of or relating to, this Agreement, the Financing or the Alternative Financing or any of the transactions contemplated by this Agreement and the Transaction Agreements or thereby, or the performance of any services thereunder shall be effective if notice is given in accordance with Section 10.8, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, involving any Debt Financing Source Related Party in any way arising out of or relating to, this Agreement, the Financing or the Alternative Financing or any of the transactions contemplated by this Agreement and the Transaction Agreements or thereby, or the performance of any services thereunder in any such court, (ev) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law all rights of trial by jury in any Proceeding Action brought against any Debt Financing Source Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Alternative Financing or any of the transactions contemplated hereby by this Agreement and the Transaction Agreements or thereby or the performance of any services thereunder, (fvi) agrees that no Debt Financing Source Related Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature related to any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, involing any Debt Financing Source Related Party in any way arising out of or relating to, this Agreement, the Financing or the Alternative Financing or any of the transactions contemplated by this Agreement and the Transaction Agreements or thereby, or the performance of any services thereunder, (vii) agrees that no Debt Financing Source Related Party will have any liability (including any special, consequential, punitive or indirect damages) to Liberty or its Affiliates or any other Liberty Related Party in connection with this Agreement, the Debt Financing, Financing or the Debt Commitment Letter Alternative Financing or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Alternative Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that by this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby Transaction Agreements or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwiseotherwise (in each case, other SiriusXM and its Subsidiaries), and hereby waives any rights or claims against any Debt Financing Source Related Party, in each case, relating to or arising out of this Agreement, the Financing or the Alternative Financing, the Debt Commitment Letter, any of the agreements entered into in connection with the Financing or the Alternative Financing or any of the transactions contemplated by this Agreement and the Transaction Agreements or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights and/or claims of SiriusXM against the Debt Financing Source Related Parties with respect to the Financing or the Alternative Financing, the Debt Commitment Letter, any definitive agreement with respect to the Financing or the Alternative Financing entered into on the Closing Date or any of the transactions contemplated by this Agreement and the Transaction Agreements or the performance of any services thereunder), (hviii) agrees that SiriusXM may assign its rights and obligations hereunder (while remaining liable for its obligations hereunder) to the Debt Financing Sources pursuant to the terms of the Financing or the Alternative Financing for purposes of creating a security interest herein or otherwise assigning as collateral in respect of the Financing or the Alternative Financing and (ix) agrees that the Debt Financing Sources Source Related Parties are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, the foregoing agreements in this Section 8.14 10.12 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” such provisions (and any other provision or definition in of this Agreement to the extent an amendment, modificationsupplement, waiver or termination other modification of such provision or definition would modify the substance of any of the foregoing provisions or definitionsthis Section 10.12) may shall not be amended, modified, waived or terminated amended in any way materially adverse to the any Debt Financing Sources Source Related Parties without the prior written consent of the any Debt Financing Sources party to the Debt Commitment LetterSource; provided that notwithstanding the foregoing, nothing in this Section 8.14 10.12 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case ’s obligations to SiriusXM under the Debt Commitment Letter or any other agreement relating to the definitive agreements executed in connection with Financing or the Debt Alternative Financing.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, each Party, of the parties on behalf of itself, its Subsidiaries, its controlled Affiliates itself and the Representatives of each of the foregoing, its Affiliates hereby: (a) agrees that any Proceeding legal action (whether in Law or in equity, whether in contract or in tort or otherwise), involving a the Debt Financing Source Sources, arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, York County and any appellate court thereof (each such court, the “Subject Courts”) and each Party party hereto irrevocably submits itself and its property with respect to any such Proceeding legal action to the exclusive jurisdiction of such court, (b) Subject Courts and agrees that any such Proceeding dispute shall be governed by, and construed in accordance with, the Laws of the State of New York, except as otherwise set forth in the Debt Commitment Letter with respect to (except to the extent relating to i) the interpretation of the definition of Material Adverse Effect (and whether or not a Material Adverse Effect has occurred), (ii) the determination of the accuracy of any provisions “specified acquisition agreement representation” (as such term or similar term is defined in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that Commitment Letter) and whether as a result of any inaccuracy thereof Buyer or any of its Affiliates has the interpretation right to terminate its or their obligations hereunder pursuant to Section 8.1(b) or decline to consummate the Closing as a result thereof pursuant to Section 7.1(b) and (iii) the determination of such provisions whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (, without giving effect to any conflicts choice or conflict of law principles Law provision or rule that would result in cause the application of the laws Laws of another any other jurisdiction), (cb) agrees not to bring or support or permit any Proceeding of its Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law Law or in equity, whether in contract or in tort or otherwise), against any the Debt Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (dc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding legal action in any such courtSubject Court, (ed) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding legal action brought against any the Debt Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Sources will have any liability to any of the Seller Related Parties, the Company, the Company’s Subsidiaries or their respective 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 and that none of the Seller Related Parties, the Company, the Company’s Subsidiaries or any of their respective Affiliates shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in Law or in equity, whether in contract or in tort or otherwise), against any of the Debt Financing Sources relating to or in any way 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, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Source or the transactions contemplated hereby, any claim that no it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 12.16 (or the definitions of any terms used in this Section 12.16), (ii) to the extent any amendments to any provision of this Section 12.16 (or, solely as they relate to such Section, the definitions of any terms used in this Section 12.16) are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources and (iii) that, notwithstanding anything contained in Section 12.5, Buyer may assign this Agreement or any of the rights, interests or obligations hereunder for collateral security purposes to any existing or future lender or group thereof (including without any limitation any agent, trustee or other representative acting on their behalf) providing financing to Buyer and/or any of its Affiliates and to any purchaser (including the Debt Financing Sources) or other transferee in any foreclosure sale or other exercise of remedies thereby, and any such lenders (or agent, trustee or other representative) or such purchaser (or other transferee) (including the Debt Financing Sources) may exercise all of the rights and remedies of Buyer hereunder, all without any further consent of Seller; provided, that the foregoing shall not relieve Buyer of any of its obligations hereunder (or the obligations of the Guarantors under the Limited Guaranty or the Equity Commitment Letter). Notwithstanding anything contained herein to the contrary, nothing in this Section 12.16 shall in any way affect any party hereto’s or any of its Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter. No Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (h) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, this Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may not be amended, modified, waived or terminated in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financingnature.

Debt Financing Sources. Notwithstanding anything in this Agreement herein to the contrary (but subject to contrary, the proviso at the end of this paragraph), each Party, on behalf of itself, its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, hereby: parties hereby agree that (a) agrees that any Proceeding involving a no Debt Financing Source or any of their respective former, current, and future Affiliates shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided that nothing in this Section 9.14 shall limit the liability or obligations of such Debt Financing Sources under any debt commitment letter, the fee letter related thereto, any credit agreement or any other documents governing or evidencing the debt facility, any credit facilities or other financing provided by any Debt Financing Source), (b) except as may be set forth in any debt commitment letter, the fee letter related thereto, any credit agreement or any other documents governing or evidencing the debt facility, any credit facilities or other financing provided by any Debt Financing Source, any action of any kind or description (whether at law, in equity, in contract, in tort or otherwise) involving any Debt Financing Source or any Affiliate thereof arising out of of, in connection with, or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt 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 a state or federal or state court sitting in the City of New York (Borough of Manhattan), State of New York, New York, so long as such forum is and remains available, York (and any appellate court thereof and each Party irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such courtthereof), (bc) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation agreements related to the Debt Financing that expressly specifies that the interpretation of such provisions shall will be governed by by, and construed and interpreted in accordance with with, the Laws laws of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (c) agrees not to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) irrevocably waivesno party hereto will bring, permit any of their respective controlled Affiliates to the fullest extent that it may effectively do sobring, the defense of an inconvenient forum to the maintenance of or support anyone else in bringing, any such Proceeding action in any such other court, (e) knowingly, intentionally and voluntarily waives the waiver of rights to the fullest extent permitted by applicable Law all rights of trial by jury set forth in Section 9.09 applies to any Proceeding brought against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereundersuch legal proceeding, (f) agrees that no only the Parent (including its permitted successors and assigns) and the other parties to any debt commitment letter, the fee letter related thereto, any credit agreement or any other agreements governing the Debt Financing at their own direction shall be permitted to bring any claim against a Debt Financing Source shall be subject or Affiliate thereof for failing to satisfy any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with obligation to fund the Debt Financing or pursuant to the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance terms of any services thereundersuch agreement, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any amendment or waiver of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (h) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, this Section 8.14 and (i) agrees 9.14 or Section 9.06 that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may not be amended, modified, waived or terminated in any way is materially adverse to the Debt Financing Sources in their capacity as such shall be effective without the prior written consent of the lenders party to the agreements governing the Debt Financing to which such amendment is materially adverse, and (h) the Debt Financing Sources are express and intended third party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in beneficiaries of this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financing.9.14 and Section 9.06. [Signature Page Follows] 103

Debt Financing Sources. Notwithstanding anything herein to the contrary, the Parties hereby agree that (a) no Debt Financing Sources shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided that nothing in this Agreement Section 12.17 shall limit the liability or obligations of such Debt Financing Sources under the Debt Commitment Letter, any credit agreement or any other documents governing or evidencing the debt facility, any credit facilities or other financing provided by any Debt Financing Source), (b) only the Purchaser (including its permitted successors and assigns) and the other parties to the Debt Commitment Letter, any credit agreement or any other agreements governing the Debt Financing at their own direction shall be permitted to bring any claim against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of any such agreement, (c) no amendment or waiver of this Section 12.17 or Section 12.11 that is materially adverse to the Debt Financing Sources in their capacity as such shall be effective without the prior written consent of the Lenders to which such amendment is materially adverse, (d) the Debt Financing Sources are express and intended third party beneficiaries of this Section 12.17 or Section 12.11, (e) notwithstanding anything to the contrary in Section 12.5, except as may be set forth in any the Debt Commitment Letter, any credit agreement or any other documents governing or evidencing the debt facility, any credit facilities or other financing provided by any Debt Financing Source, any Action of any kind or description (but subject to the proviso whether at the end of this paragraph)law, each Partyin equity, on behalf of itselfin contract, its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, hereby: (ain tort or otherwise) agrees that involving any Proceeding involving a Debt Financing Source arising out of of, in connection with, or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt 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 a state or federal or state court sitting in the City of New York (Borough of Manhattan), State of New York, New York, so long as such forum is and remains available, York (and any appellate court thereof and each Party irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such courtthereof), (bf) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation agreements related to the Debt Financing that expressly specifies that the interpretation of such provisions shall will be governed by by, and construed and interpreted in accordance with with, the Laws of the State of Delaware)) shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (c) agrees not to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding in any such court, (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding brought against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source party hereto will have any liability to the Partnershipbring, any of its Subsidiaries or permit any of their respective Representativescontrolled Affiliates to bring, or support anyone else in bringing, any such Action in any other court, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (h) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled waiver of rights to rely on, this trial by jury set forth in Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and 12.6 applies to any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may not be amended, modified, waived or terminated in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financinglegal proceeding.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to contrary, the proviso at the end of this paragraph), each Party, Company on behalf of itself, itself and its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, subsidiaries hereby: (ai) agrees that any Proceeding Action, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Debt Financing Source Sources Related Parties, arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions Transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Proceeding Action to the exclusive jurisdiction of such court, (b) agrees that any and such Proceeding Action (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws law of the State of Delaware)) shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (cii) agrees not to bring or support any Proceeding Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions Transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) agrees that service of process upon the Company or its subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 9.4, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding Action in any such court, (ev) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding Action brought against any the Debt Financing Source Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions Transactions contemplated hereby or thereby or the performance of any services thereunderthereunder (provided that, (f) agrees that no Debt Financing Source notwithstanding the foregoing, nothing herein shall be subject to any special, consequential, punitive or indirect damages or damages affect the rights of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with Parent against the Debt Financing or Sources Related Parties with respect to the Debt Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives), and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (hvi) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 8.14 9.17 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 such provisions and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may “Debt Financing Sources Related Parties” shall not be amended, modified, waived or terminated amended in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt FinancingSources.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but in all cases subject to and without in any way limiting the proviso at rights, remedies and claims of Parent and its Affiliates under or pursuant any agreement entered into with respect to the end of this paragraphDebt Financing), each Party, of the parties to this Agreement on behalf of itself, its Subsidiaries, itself and each of its controlled Affiliates and the Representatives of each of the foregoing, affiliates hereby: (a) agrees that any Proceeding legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving a Debt the Committed Financing Source Sources, arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, York County and any appellate court thereof (each such court, the “Subject Courts”) and each Party party hereto irrevocably submits itself and its property with respect to any such Proceeding action to the exclusive jurisdiction of such court, (b) court and agrees that any such Proceeding dispute shall be governed by, and construed in accordance with, the Laws of the State of New York (except to provided, however, that notwithstanding the extent relating to forgoing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, it is understood and agreed that (A) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (B) the determination of the accuracy of any provisions “specified acquisition agreement representation” (as such term or similar term may be defined in this Agreement a commitment letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates have the right to terminate its or their obligations hereunder pursuant to Section 8.1(b)(iii) or decline to consummate the Closing as a result thereof pursuant to Section 8.1 and (including any provision C) the determination of whether the Closing has been consummated in any documentation related to all material respects in accordance with the Debt Financing that expressly specifies that the interpretation of such provisions terms hereof, shall in each case be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (, without giving effect to any conflicts choice or conflict of law principles provision or rule that would result in cause the application of the laws Laws of another any other jurisdiction), (cb) agrees not to bring or support or permit any Proceeding of its controlled affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any Debt the Committed Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (dc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding action in any such courtSubject Court, (ed) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of legal requirements trial by jury in any Proceeding legal action brought against any Debt the Committed Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Committed Financing Sources will have any liability to any of the Company, its Subsidiaries or their respective affiliates relating to or arising out of this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company, its Subsidiaries or their respective affiliates shall bring or support any legal action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Committed Financing Sources relating to or in any way arising out of this Agreement, the Debt Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees that no Debt not to assert, by way of motion or as a defense, counterclaim or otherwise, 106 in any legal action involving any Committed Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or hereby, any claim that it is not personally subject to the performance jurisdiction of the Subject Courts as described herein for any services thereunderreason, and (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (hx) agrees that the Debt Committed Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions in this Section 8.14 9.14 (and the definitions of any terms used in this Section 9.14) and (iy) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendmentany amendments to any provision of this Section 9.14 (or, modificationsolely as they relate to such Section, waiver or termination of such provision or definition would modify the substance definitions of any of the foregoing provisions or definitionsterms used in this Section 9.14) may not be amended, modified, waived or terminated in any way are materially adverse to the Debt Committed Financing Sources Sources, such provisions shall not be amended without the prior written consent of the Debt Committed Financing Sources party Sources. Notwithstanding anything contained herein to the Debt Commitment Letter; provided that notwithstanding the foregoingcontrary, nothing in this Section 8.14 9.14 shall in any way limit or modify the obligations of affect any Debt Financing Source to the Parent party’s or any of its Subsidiaries, or the their respective affiliates’ rights of the Parent or and remedies under any its Subsidiaries against any Debt binding agreement between a Committed Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financing.Source and such party. [Signature Page Follows] 107

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to contrary, the proviso at the end of this paragraph), each Party, Company on behalf of itself, itself and its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, Subsidiaries hereby: (ai) agrees that any Proceeding Proceeding, whether in Law or in equity, whether in contract or in tort or otherwise, involving a any Debt Financing Source Sources Related Party, arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Financing, or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party the Company on behalf of itself and its Subsidiaries hereto irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (b) agrees that any and such Proceeding action (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws Law of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law Law principles that would result in the application of the laws Laws of another jurisdiction), (cii) agrees not to bring or support any Proceeding action of any kind or description, whether in law Law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) agrees that service of process upon the Company or its Subsidiaries in any such action or Proceeding shall be effective if notice is given in accordance with Section 9.4, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding action in any such court, (ev) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding action brought against any the Debt Financing Source Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (fvi) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages none of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source Sources Related Parties will have any liability to the Partnership, Company or any of its Subsidiaries (in each case, other than the Surviving Corporation and its Subsidiaries) relating to or any arising out of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law Law or in equity, whether in contract or in tort or otherwiseotherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent and Merger Sub against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated thereby or the rights of the Surviving Corporation and its Subsidiaries following the Merger), and (hvii) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 8.14 9.17 or in Section 8.2(g), Section 9.2, Section 9.3, and (i) agrees that Sections 7.2, 8.4, 8.15 Section 9.7 and 8.13, this Section 8.14 such provisions and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may “Debt Financing Sources Related Parties” shall not be amended, modified, modified or waived or terminated in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt FinancingRelated Parties.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, each Party, of the Parties on behalf of itself, its Subsidiaries, its controlled Affiliates itself and the Representatives of each of the foregoing, its Affiliates hereby: (ai) agrees that any Proceeding Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Debt Financing Source Sources, arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or the Debt 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 irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, ; (bii) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws Laws of another jurisdictionstate), ; (ciii) agrees not to bring or support or permit any of its Affiliates to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or Letter, any of the agreements entered into in connection with the Definitive Debt Financing or the Debt Commitment Letter Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, ; (div) agrees that service of process upon such Party in any such Proceeding shall be effective if notice is given in accordance with Section 10.10; (v) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding in any such court, ; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding brought against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (h) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, this Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may not be amended, modified, waived or terminated in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financing.vi)

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, each Party, on behalf of itself, its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, parties hereby: (a) agrees that any Proceeding legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving a the Debt Financing Source Parties, arising out of or relating to this Agreement, the Debt Financing, any commitment letter with respect to the Debt Financing (the “Debt Commitment Letter or any of Letter”), the definitive agreements entered into in connection with the Debt Financing or (the “Debt Commitment Letter Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, York County and any appellate court thereof (each such court, the “Subject Courts”) and each Party party hereto irrevocably submits itself and its property with respect to any such Proceeding legal action to the exclusive jurisdiction of such court, (b) court and agrees that any such Proceeding dispute shall be governed by, and construed in accordance with, the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (except including as it relates to the extent relating to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any provisions “Company Representation” (as such term or similar term is defined in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the interpretation right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of such provisions whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the Laws law of the State of Delaware)) shall be governed by the Laws of the State of New York (, without giving effect to any conflicts choice or conflict of law principles provision or rule that would result in cause the application of the laws of another any other jurisdiction), (cb) agrees not to bring or support or permit any Proceeding of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any the Debt Financing Source ​ ​ Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with Letter, the Debt Financing or the Debt Commitment Letter Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (dc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding legal action in any such courtSubject Court, (ed) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding legal action brought against any the Debt Financing Source Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter Letter, the Debt Financing Documents or any of the agreements entered into in connection with transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Parties will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company or its Subsidiaries shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against any of the Debt Financing Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees that no not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Source shall be subject to any special, consequential, punitive Parties or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or hereby, any claim that it is not personally subject to the performance jurisdiction of the Subject Courts as described herein for any services thereunderreason, and (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (hi) agrees that the Debt Financing Sources Parties are express third party beneficiaries of, and may enforce, any of the provisions in Section 11.04(d) and shall be entitled to rely on, this ‎Section 11.14 (or the definitions of any terms used in Section 8.14 11.04(d) and this ‎Section 11.14) and (iii) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendmentany amendments to any provision of Section 11.04(d) and this ‎Section 11.14 (or, modificationsolely as they relate to such Section, waiver or termination of such provision or definition would modify the substance definitions of any of the foregoing provisions or definitionsterms used in Section 11.04(d) may not be amended, modified, waived or terminated in any way and this ‎Section 11.14) are materially adverse to the Debt Financing Sources Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources party Sources. Notwithstanding anything contained herein to the contrary, nothing in Section 11.04(d) and this ‎Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financing.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, each Partyparty hereto, on behalf of itself, its Subsidiariessubsidiaries and controlled affiliates, its controlled Affiliates acknowledges and the Representatives of each of the foregoing, hereby: irrevocably agrees (ai) agrees that any Proceeding involving legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise against any source of debt financing in connection with a Financing Transaction (such person, together with its affiliates and Representatives, a “Debt Financing Source Source”) arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter a debt Financing Transaction or any of the agreements entered into in connection with the Debt Financing commitment letter related thereto or the Debt Commitment Letter performance thereof 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 state or federal or state court sitting in the Borough of Manhattan, Manhattan in the City and State of New York, New York, so long as such forum is and remains availableYork (whether a state or a federal Court), and any appellate court thereof and each Party irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such courtfrom thereof, (bii) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (c) agrees not to bring legal action or support any Proceeding of any kind or descriptionproceeding, whether in at law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source shall be governed by, and construed in any way arising out of or relating to this Agreementaccordance with, the Debt Financing, the Debt Commitment Letter or any laws of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any State of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) irrevocably waives, not to the fullest extent that it may effectively do so, the defense bring or permit any of an inconvenient forum their affiliates to the maintenance of bring or support anyone else in bringing any such Proceeding legal action in any such other court, (eiv) knowingly, intentionally and voluntarily waives to that the fullest extent permitted by applicable Law all rights provisions of trial by jury in any Proceeding brought against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that no Debt Financing Source Section 9.9 shall be subject apply to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, such legal action and (gv) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (h) agrees that the Debt Financing Sources are express third party beneficiaries ofof this Section 9.14. Amedisys, on behalf of itself and may enforceany of its subsidiaries, Representatives and affiliates thereof, covenants and agrees that the Debt Financing Sources shall not have any liability or obligations (whether based in contract, tort, fraud, strict liability or otherwise) to Amedisys or any of its subsidiaries, Representatives or affiliates thereof, arising out of or relating to this Agreement or any debt financing. It is also hereby agreed that in no event will Amedisys or its subsidiaries, Representatives or affiliates thereof be entitled to rely onspecific performance of any commitment letter or similar agreement entered into by OPCH or Merger Sub for any debt financing against the Debt Financing Sources providing such debt financing. Notwithstanding anything else to the contrary herein, the provisions of this Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) 9.14 may not be amended, modified, waived modified or terminated supplemented in any way manner adverse to the a Debt Financing Sources Source without the prior written consent of the each related Debt Financing Sources party to Source. For the Debt Commitment Letter; provided that notwithstanding the foregoingavoidance of doubt, nothing in this Section 8.14 9.14 shall in any way limit the rights of OPCH or modify Merger Sub (or, after the obligations of any Debt Financing Source to Closing, the Parent Surviving Corporation or any of its Subsidiaries, subsidiaries) against the Debt Financing Sources under any debt commitment letter or the rights of the Parent or agreements, if any, pertaining to any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financingsuch debt financing.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)Seller and its Affiliates, each Partydirectors, on behalf of itselfofficers, its Subsidiariesemployees, its controlled Affiliates and the Representatives of each of the foregoingagents, hereby: (a) agrees that partners, managers, members or equityholders shall not have any Proceeding involving a Debt Financing Source arising out of rights or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or claims against any of the agreements entered into commercial banks, investment banks or other financial institutions providing financing to Buyer in connection with the transactions contemplated by this Agreement and any arrangers, administrative agents, collateral agents or trustees involved in such financing, and their respective Affiliates, officers, directors, employees, attorneys, advisors, agents and representatives (each a “Debt Financing or the Debt Commitment Letter Party”) in any way relating to this Agreement or any of the transactions contemplated hereby by this Agreement, including any dispute arising out of or thereby or relating in any way to the performance of any services thereunder shall be subject financing commitments of such Debt Financing Party with respect to the exclusive jurisdiction transactions contemplated hereby, whether at law or equity, in contract, in tort or otherwise. No Debt Financing Party shall have any liability (whether in contract, in tort or otherwise) to the Seller, its Affiliates or their respective directors, officers, employees, agents, partners, managers, members or equityholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby, including any dispute arising out of or relating in any way to the performance of any financing commitments. Without limiting the foregoing, it is agreed that any claims or causes of action brought against any Debt Financing Party in its capacity as such will not be brought in any forum other than the federal or state court and New York State courts, in each case, located in the Borough of Manhattan, Manhattan within the City of New York, New York, so long as such forum is York and remains available, and any appellate court thereof and each Party irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in and the application of the laws of another jurisdiction), (c) agrees parties hereto will not to bring or support any Proceeding claim or cause of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, action brought against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any Party outside of the agreements entered into federal and New York State courts, in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court each case, located in the Borough of Manhattan, Manhattan within the City of New York, New York, (d) . Each party hereto irrevocably waives, waives any and all right to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding in any such court, (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding brought against legal proceeding involving any Debt Financing Source in any way Party arising out of or relating related to this Agreement, the Debt Financing, the Debt Commitment Letter Agreement or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (h) agrees hereby. It is further agreed that the Debt Financing Sources Parties are express third intended third-party beneficiaries of, and may enforce, and shall be entitled to rely onthe protections of, this Section 8.14 10.18 (and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may 10.18 shall not be amended, modified, waived or terminated in any way adverse to the Debt Financing Sources amended without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt FinancingParties).

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of contained in this paragraph)Agreement, each Party, on behalf of itself, its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, herebyParties hereto: (a) agrees that it will not bring or support any Proceeding involving a Debt Financing Source arising out of person, or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or permit any of the agreements entered into in connection with the Debt Financing or the Debt 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 irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (c) agrees not Affiliates to bring or support any Proceeding person, in any action, suit, Proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law at Law or in equity, whether in contract or in tort or otherwise, against any the Debt Financing Sources, their Affiliates and their respective former, current and future directors, officers, managers, members, stockholders, equity holders, partners, employees, agents, representatives, successors and permitted assigns (the “Debt Financing Source Related Parties”) in any way relating to this Agreement, the Debt Commitment Letter or any of the transactions contemplated by this Agreement, including, any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York; (b) no Debt Financing Source or Debt Financing Source Related Parties shall have any liability for any obligations or liabilities of the parties hereto or of the Target Group or for any claim (whether legal or equitable, arising under tort, contract or otherwise), based on, in respect of, or by reason of, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or by the commitments of such Debt Financing Party, the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) irrevocably waives, by such Debt Financing Parties with respect to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance foregoing or in respect of any such Proceeding oral representations made or alleged to be made in any such court, connection herewith or therewith; (ec) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding brought against any no Debt financing Source or Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that no Debt Financing Source Related Parties shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature nature; (d) agrees that, except as specifically set forth in connection with the Debt Commitment Letter, all claims or causes of action (whether at Law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Source Related Parties in any way relating to the Debt Financing or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal Laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction; (e) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (WHETHER AT LAW OR IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING IN ANY WAY TO THE DEBT FINANCING. Notwithstanding anything to the contrary contained in this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with Financing Sources and the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (h) agrees that the Debt Financing Sources Related Parties are express third intended third-party beneficiaries of, and may enforce, and shall be entitled to rely onthe protections of, this Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and provision to the definition of “same extent as if such Debt Financing Sources” (and any other provision Source or definition in such Debt Financing Source Related Parties, as applicable, were parties to this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) Agreement. This Section 10.21 may not be amended, modifiedmodified or supplemented, waived or terminated in any way adverse to the Debt Financing Sources of its provisions waived, without the prior written consent of the Debt Financing Sources party to Source Related Parties, which consent may be granted or withheld in the Debt Commitment Letter; provided that notwithstanding sole discretion of the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any Related Parties. (The remainder of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financingthis page is intentionally left blank.)

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary contained herein, the Seller (but subject to the proviso at the end of this paragraph), each Party, on behalf of itselfitself and its affiliates and each officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof), solely in its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, hereby: (a) agrees that any Proceeding involving capacity as a Debt Financing Source arising out of or relating party to this Agreement, the Debt Financing, the Debt Commitment Letter (i) hereby waives any claims or any of the agreements entered into in connection with the Debt Financing or the Debt 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 irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (c) agrees not to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding in any such court, (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding brought against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, solely in their respective capacities as lenders or arrangers in connection with the financing of the transactions contemplated hereby, relating to or arising out of this Agreement, the Commitment Letter and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, (ii) hereby agrees not to commence any suit, action or proceeding against any Debt Financing Source, solely in their respective capacities as lenders or arrangers in connection with the financing of the transactions contemplated hereby, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of and the transactions contemplated hereby or thereby or the performance of any services thereunderand thereby, whether in at law or in equity, equity and whether in tort, contract or in tort or otherwise, (h) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, this Section 8.14 and (iiii) hereby agrees that Sections 7.2to cause any suit, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision action or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may not be amended, modified, waived or terminated in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries proceeding asserted against any Debt Financing Source, solely in each case under the Debt Commitment Letter their respective capacities as lenders or the definitive agreements executed arrangers in connection with the financing of the transactions contemplated hereby, by or on behalf of the Seller, any of its affiliates or any officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof in connection with this Agreement, the Commitment Letter and the transactions contemplated hereby and thereby to be dismissed or otherwise terminated. The Debt Financing Sources, solely in their respective capacities as lenders or arrangers in connection with the financing of the transactions contemplated hereby, shall not have any rights or claims against the Seller or any related person thereof, in connection with this Agreement or the Financing., whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, this Section shall not amend or impinge the Seller’s rights under any separate agreements between the Seller and any Debt Financing Source. [Signature page follows]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of contained in this paragraph)Agreement, each Party, on behalf of itself, its Subsidiaries, its controlled Affiliates Seller Related Party and the Representatives of each of the foregoing, herebyother Party hereto: (a) agrees that it will not bring or support any Proceeding involving a Debt Financing Source arising out of Person, or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or permit any of the agreements entered into in connection with the Debt Financing or the Debt 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 irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (c) agrees not Affiliates to bring or support any Proceeding Person, in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any the Debt Financing Source Sources or any other Person that has committed or subsequently commits to provide or otherwise enters into agreements in connection with providing the Debt Financing to Parent or any of its Affiliates, and each of its or their respective former, current and future Affiliates, equityholders, members, partners, controlling persons, officers, directors, employees, agents, advisors and representatives involved in such Debt Financing (collectively, the “Lender Parties”) in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Agreement or any of the transactions contemplated hereby by this Agreement, including any dispute arising out of or thereby relating in any way to the Debt Commitment Letter or the performance of any services thereunder thereof or the financings contemplated thereby, in any forum other than any the federal or state court and New York State courts located in the Borough of Manhattan, Manhattan within the City of New York; (b) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts described in clause (a); (c) agrees that service of process, New Yorksummons, notice or document by registered mail addressed to it at its address provided in SECTION 8.5 (Notices) shall be effective service of process against it for any such action brought in any such court described in clause (a); (d) waives and hereby irrevocably waives, to the fullest extent that permitted by law, any objection which it may effectively do sonow or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of of, any such Proceeding action in any such court, court described in clause (a); (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury agrees that a final judgment in any Proceeding brought against any Debt Financing Source such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, other manner provided by law; (f) agrees that no Debt Financing Source shall be subject to any specialthat, consequential, punitive or indirect damages or damages of a tortious nature except as specifically set forth in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing Commitments, all claims or the Debt Commitment Letter or any causes of the transactions contemplated hereby or thereby or the performance of any services thereunderaction (whether at law, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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 contract, in tort or otherwise, (h) agrees that against any of the Lender Parties in any way relating to the Debt Financing Sources Commitments or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (g) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT SUCH SELLER RELATED PARTY AND EACH OTHER PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER AT LAW OR IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, THE MERGER, THE DEBT COMMITMENT LETTER OR THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING IN ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST ANY DEBT FINANCING SOURCE. Notwithstanding anything to the contrary contained in this Agreement, (x) the Lender Parties are express third intended third-party beneficiaries of, and may enforce, and shall be entitled to rely on, the protections of this Section SECTION 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and to the definition of “same extent as if the Debt Financing Sources” Sources were parties to this Agreement; (y) this SECTION 8.14 (and any other provision or definition in of this Agreement to the extent an amendment, modificationsupplement, waiver or termination other modification of such provision or definition would modify the substance of any of the foregoing provisions or definitionsthis Section) may not be amended, modifiedsupplemented, waived or terminated otherwise modified in any way manner that is materially adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to Sources; and (z) no Seller Related Party (other than the Debt Commitment Letter; provided that notwithstanding Parent and the foregoing, nothing in this Section 8.14 Merger Sub) shall in have any way limit rights or modify the obligations of claims against any Debt Financing Source to in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, and no Debt Financing Source shall have any rights or claims against any Seller Related Party (other than Parent and Merger Sub) in connection with this Agreement, the Debt Financing or any of its Subsidiariesthe transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing will not limit the rights of the Parent or any its Subsidiaries against any parties to the Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financingany commitment letter related thereto.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to contrary, the proviso at the end of this paragraph), each Party, Company on behalf of itself, its Subsidiaries, its controlled Affiliates itself and the Representatives Company Subsidiaries (but excluding, for the avoidance of each of doubt, the foregoing, Parent Parties and their Affiliates) hereby: (ai) agrees that any Proceeding Action, whether in Law or in equity, whether in contract or in tort or otherwise, involving a the Debt Financing Source Sources Related Parties, arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions Transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Proceeding Action to the exclusive jurisdiction of such court, (b) agrees that any and such Proceeding Action (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws law of the State of Delaware)) shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (cii) agrees not to bring or support any Proceeding Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions Transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) agrees that service of process upon the Company or its subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 9.4, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding Action in any such court, (ev) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding Action brought against any the Debt Financing Source Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions Transactions contemplated hereby or thereby or the performance of any services thereunder (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent Parties and their Affiliates against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated thereby or the any services thereunder), (fvi) agrees that no none of the Debt Financing Source shall be subject Sources Related Parties will have any liability to any specialCompany, consequentialits Affiliates, punitive directors, officers, employees, agents, partners, managers, members or indirect damages shareholders related to or damages arising out of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Commitments or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, and (hvii) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, this Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and any of the definition of “Debt Financing Sources” (and any other provision or definition provisions in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of reflecting the foregoing provisions or definitions) may not be amended, modified, waived or terminated in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing agreements in this Section 8.14 shall in any way limit or modify 9.17. 103 IN WITNESS WHEREOF, Parent, REIT Merger Sub, OP Merger Sub, the obligations of any Debt Financing Source Company and the Company Operating Partnership have caused this Agreement to the Parent or any of its Subsidiaries, or the rights be signed by their respective officers thereunto duly authorized as of the Parent or any its Subsidiaries against any Debt Financing Sourcedate first written above. 1776 PORTFOLIO INVESTMENT, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financing.LLC By: KSL Capital Partners VI, L.P. Its Managing Member By: KSL Capital Partners VI GP, LLC, Its General Partner By: /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: Chief Financial Officer 1776 PORTFOLIO REIT MERGER SUB, LLC By: 1776 Portfolio Investment, LLC Its Managing Member By: /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: CFO, Treasurer & Assistant Secretary 1776 PORTFOLIO OP MERGER SUB, LP By: 1776 Portfolio Investment, LLC Its General Partner By: /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: CFO, Treasurer & Assistant Secretary

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, Seller and each Seller Related Party, on behalf of itself, itself and its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, hereby: (a) agrees that any Proceeding Dispute, whether in law or in equity, whether in contract or in tort or otherwise, involving a any Debt Financing Source Sources Related Party, arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt 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 party hereto irrevocably submits itself and its property with respect to any such Proceeding Dispute to the exclusive jurisdiction of such court, (b) agrees that any and such Proceeding Dispute (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws law of the State of DelawareNew York)) shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (cb) agrees not to bring or support any Proceeding Dispute of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (c) agrees that service of process upon Seller or its Subsidiaries in any such Dispute or proceeding shall be effective if notice is given in accordance with Section 10.2, (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding Dispute in any such court, (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding Dispute brought against any the Debt Financing Source Sources Related Parties in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that no Debt Financing Source Sources Related Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunderthereby, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source Sources Related Party will have any liability to the Partnership, any of Seller Related Party (other than Buyer and its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, Affiliates) in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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 otherwiseotherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Buyer against the Debt Financing Sources Related Parties with respect to the Financing or any of the transactions contemplated hereby or any services thereunder) and (h) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, the foregoing agreements in this Section 8.14 10.16 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” such provisions (and any other provision or definition in of this Agreement to the extent an amendment, modificationsupplement, waiver or termination other modification of such provision or definition would modify the substance of any of the foregoing provisions or definitionsthis Section 10.16) may shall not be amended, modified, waived or terminated amended in any way materially adverse to the any Debt Financing Sources Source Related Parties without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any each related Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financing.. 109

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to contrary, the proviso at the end of this paragraph), each PartyCompany, on behalf of itselfitself and its Subsidiaries and controlled Affiliates, its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, herebyother party hereto: (ai) agrees that any Proceeding involving a Legal Proceeding, whether in Law or in equity, whether in Contract or in tort or otherwise, by or against any Debt Financing Source Related Party, arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the Debt Financing or the Debt 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 irrevocably submits itself and its property with respect to any such Legal Proceeding to the exclusive jurisdiction of such court, (b) agrees that any and such Legal Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)Agreement) shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (cii) agrees not to bring or support any Legal Proceeding of any kind or description, whether in law Law or in equity, whether in contract Contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) agrees that service of process upon the Company in any such Legal Proceeding shall be effective if notice is given in accordance with Section 9.2, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Legal Proceeding in any such court, (ev) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Legal Proceeding brought against any the Debt Financing Source Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (fvi) agrees that no none of the Debt Financing Source shall be subject Related Parties will have any liability or obligations to any specialthe Company, consequentialthe Subsidiaries of the Company, punitive the Representatives and the Affiliates and representatives of the foregoing (in each case, other than the Parent Related Parties) relating to or indirect damages or damages arising out of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law Law or in equity, whether in contract Contract or in tort or otherwiseotherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent Related Parties against the Debt Financing Related Parties with respect to the Debt Financing or any of the transactions contemplated hereby or any services thereunder), (hvii) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, Section 6.5(d)(i) (it being understood and agreed, for the avoidance of doubt, that the foregoing shall be entitled not serve to rely onmodify or otherwise limit the right to bring any enforcement action against any source of the Debt Financing to enforce Parent’s or any of Parent’s subsidiary’s or affiliate’s rights pursuant to the Debt Commitment Letter), the last sentence of Section 8.4, clause (b) of the proviso to the first sentence of Section 9.3, the last sentence of Section 9.8(b)(ii) and this Section 9.15, and (viii) Section 6.5(d)(i) the last sentence of Section 8.4, clause (b) of the proviso to the first sentence of Section 9.3, the last sentence of Section 9.8(b)(ii), this Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 9.15 and the definition definitions of “Debt Financing Sources” and “Debt Financing Related Parties” shall not be amended, modified or waived (and including any other provision or definition definitions in this Agreement to the extent an amendment, modification, such amendment or waiver or termination of such provision or definition would modify the substance of any of the such foregoing provisions Sections or definitionsprovisions) may not be amended, modified, waived or terminated in any way materially adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that provided, that, notwithstanding the foregoing, nothing in this Section 8.14 herein shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or affect the rights of the Parent or any its Subsidiaries Related Parties against any the Debt Financing Source, in each case under Related Parties with respect to the Debt Commitment Letter Financing or the definitive agreements executed in connection with the Debt FinancingTransactions.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, each Partyof the Representative and the Company, on behalf of itself, its Subsidiaries, its controlled Affiliates themselves and the Representatives of each of the foregoingtheir controlled Affiliates, hereby: (a) agrees that any Proceeding Action, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Debt Financing Source Sources, arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or the Debt 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 thereof, and each Party party hereto irrevocably submits itself and its property with respect to any such Proceeding Action to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) 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 of another jurisdictionstate), except as otherwise provided in the Debt Commitment Letter or other applicable definitive document relating to the Debt financing, (c) agrees not to bring or support or permit any Proceeding of its Affiliates to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding in any such court, (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding brought against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive service of process upon it or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or controlled Affiliates in any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights such Action or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (h) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and proceeding shall be entitled to rely on, this effective if notice is given in accordance with Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may not be amended, modified, waived or terminated in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financing.9.09,

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject contained in this Agreement, except for claims by Next Alt Sarl, Parent or Merger Sub against the Debt Financing Sources pursuant to the proviso at the end of this paragraph)Financing Agreements, each Party, on behalf of itself, its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, hereby: (a) agrees that any Proceeding involving a Debt Financing Source arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any none of the agreements entered into in connection with the Debt Financing or the Debt 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 irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (c) agrees not to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding in any such court, (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding brought against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries parties hereto or any of their respective RepresentativesAffiliates nor any of their and their respective Affiliates’ directors, and hereby knowinglyofficers, intentionally and voluntarily waives to the fullest extent permitted by applicable Law employees, agents, partners, managers, controlling persons, representatives, members or stockholders shall have any rights or claims against any Debt Financing Source, in connection with any way relating to this Agreement, the Debt FinancingMerger, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby thereby, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Financing Agreements or the performance of any services thereunderthereof or the financings contemplated thereby, whether in at law or in equity, in contract, in tort or otherwise and (b) no Debt Financing Source shall have any liability (whether in contract or contract, in tort or otherwise) to any party hereto or any of their respective Affiliates nor any of their respective Affiliates’ directors, officers, employees, agents, partners, managers, controlling persons, representatives, members or stockholders for any obligations or liabilities of any party hereto under this Agreement, the Merger or the Financing or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Financing Agreements or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. In addition, in no event will any Debt Financing Source be liable for consequential, special, exemplary, punitive or indirect damages (hincluding any loss of profits, business or anticipated savings) agrees that or damages of a tortuous nature. If, notwithstanding the foregoing waivers, any claim is brought against the Debt Financing Sources, such claim will be governed by New York law and subject to the jurisdiction limitations and waiver of jury trial provisions set forth in the commitment letter as if fully set forth herein. The Debt Financing Sources are express intended third party beneficiaries of, and may enforce, and shall be entitled to rely on, of this Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may not be amended, modified, waived or terminated in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financing8.16.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to contrary, the proviso at the end of this paragraph), each Party, Company on behalf of itself, itself and each of its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoingits and their respective directors, officers, employees and equityholders hereby: (a) agrees that any Proceeding proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Debt Financing Source Related Parties, arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements (including the Debt Commitment Letter, any Debt Fee Letter, any Definitive Debt Agreement or any other document related thereto) entered into in connection with the Debt Financing or the Debt 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 State of Manhattan, New York, York or of the United States District Court sitting in the borough of Manhattan in the City and State of New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Proceeding proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) proceeding shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), (c) agrees not to bring or support or permit any Proceeding of its Affiliates to bring or support any proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements (including the Debt Commitment Letter, any Debt Fee Letter, any Definitive Debt Agreement or any other document related thereto) entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough State of Manhattan, New York or of the United States District Court sitting in the borough of Manhattan in the City and State of New York, New York,, (d) agrees that service of process upon such party in any such proceeding or proceeding shall be effective if notice is given in accordance with Section 9.02, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding proceeding in any such court, (ef) knowinglyKNOWINGLY, intentionally and voluntarily waives INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY PROCEEDING BROUGHT AGAINST THE DEBT FINANCING RELATED PARTIES IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE DEBT FINANCING, OR ANY OF THE AGREEMENTS (INCLUDING THE DEBT COMMITMENT LETTER, ANY DEBT FEE LETTER, ANY DEFINITIVE DEBT AGREEMENT OR ANY OTHER DOCUMENT RELATED THERETO) ENTERED INTO IN CONNECTION WITH THE DEBT FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (g) agrees that none of the Debt Financing Related Parties will have any liability to the fullest extent permitted by applicable Law all rights Company or any of trial by jury in any Proceeding brought against any Debt Financing Source in any way its Affiliates or its or their respective directors, officers, employees or equityholders relating to or arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements (including the Debt Commitment Letter, any Debt Fee Letter, any Definitive Debt Agreement or any other document related thereto) entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that no Debt Financing Source nor shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter Company or any of the agreements its Affiliates or equityholders be entitled to specific performance of any commitment letter or similar agreement entered into in connection with by Parent for any Debt Financing against the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Sources providing such Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (h) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, this Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and any of the definition of “Debt Financing Sources” (and any other provision or definition provisions in this Agreement reflecting the foregoing agreements in Section 8.03(c) and this Section 9.12 (and such provisions shall not be amended in any way materially adverse to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may not be amended, modified, waived or terminated in any way adverse to the Debt Financing Sources Related Party without the prior written consent of the any Debt Financing Sources party to the Debt Commitment LetterSource so adversely affected); provided that provided, that, notwithstanding the foregoing, nothing in this Section 8.14 9.12 shall in any way limit or modify the rights and obligations of any Debt Financing Source to the Parent under this Agreement or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with any Debt Financing Source’s obligations to Parent under the Debt FinancingCommitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of contained in this paragraph)Agreement, each Party, on behalf of itself, its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, herebyparties hereto: (ai) agrees that any Proceeding involving a Debt Financing Source arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt 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 irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (c) agrees it will not to bring or support any Proceeding person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Source Sources (which defined term for the purposes of this provision shall include the Debt Financing Sources and their respective affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and representatives involved in the financing contemplated by the Debt Commitment Letter) in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Agreement or any of the transactions contemplated hereby by this Agreement, including, but not limited to, any dispute arising out of or thereby relating in any way to the Debt Commitment Letter or the performance of any services thereunder thereof or the financings contemplated thereby, in any forum other than any the federal or and New York state court courts located in the Borough of Manhattan, Manhattan within the City of New York; (ii) agrees that, New Yorkexcept as specifically set forth in the Debt Commitment Letter, all claims or causes of action (dwhether at law, in equity, in contract, in tort or otherwise) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding in any such court, (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding brought against any of the Debt Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the agreements entered into State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (iii) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance respect of any services thereunder, litigation (f) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (h) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, this Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition directly or indirectly arising out of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may not be amended, modified, waived or terminated relating in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding Letter or the foregoing, nothing performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this Section 8.14 Agreement, (a) the Corporation, the Representative, and their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall in not have any way limit rights or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries claims against any Debt Financing Source, in each case under any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the definitive agreements executed performance thereof or the financings contemplated thereby, whether at law or equity, in connection with contract, in tort or otherwise and any such rights or claims are hereby waived, disclaimed, and released in full, and (b) no Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to any of the Corporation, the Representative, and their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby, including any dispute arising out of or relating in any way to the Debt FinancingCommitment Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Debt Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of, Section 10.02 and this Section 10.22 (all of which may be enforced by such Debt Financing Sources).

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, each Party, of the Parties on behalf of itself, its Subsidiaries, itself and each of its controlled Affiliates and the Representatives of each of the foregoing, hereby: (a) agrees that any Proceeding involving a all issues and questions concerning and against the Debt Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter Agreement or any of the agreements debt financing entered into in connection with the transactions contemplated by this Agreement (the “Debt Financing”) or any the definitive agreements relating to the Debt Financing or (the “Definitive Debt Commitment Letter Financing Agreements”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (whether based in contract, tort or otherwise) or the performance thereof, shall be subject to governed by, and construed in accordance with, the exclusive jurisdiction laws of any federal or state court in the Borough State of Manhattan, New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, so long as such forum is and remains available, and any appellate court thereof and each Party irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (c) agrees it will not to bring or support any Proceeding action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any the Debt Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Definitive Debt Financing or the Debt Commitment Letter Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, in any forum other than any federal or state court in the Borough Supreme Court of Manhattan, the State of New York, County of New York, (d) irrevocably waivesor, to if under applicable law exclusive jurisdiction is vested in the fullest extent that it may effectively do sofederal courts, the defense United States District Court for the Southern District of an inconvenient forum to New York (and the maintenance of any such Proceeding in any such courtappellate courts thereof), (ec) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of law trial by jury in any Proceeding legal action (whether in law or in equity, whether in contract or in tort or otherwise) brought against any the Debt Financing Source Sources in any way arising (directly or indirectly) out of or relating solely to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Definitive Debt Financing or the Debt Commitment Letter Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (fd) agrees that no none of the Debt Financing Source shall be subject Sources will have any liability to any specialof the Seller, consequentialits Affiliates or their respective directors, punitive officers, employees, agents, partners, managers, members and stockholders relating to or indirect damages or damages arising out of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Definitive Debt Commitment Letter Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, and the Seller, its Affiliates or their respective directors, officers, employees, agents, partners, managers, members and stockholders shall not bring or support any legal action (g) agrees that this Agreement may not be enforced including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any of the Debt Financing Source and agrees that no Debt Financing Source will have Sources relating to or in any liability to the Partnership, any way arising out of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Definitive Debt Financing or the Debt Commitment Letter Agreements 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 (he) agrees (x) that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions in this Section 8.14 13.17 (or the definitions of any terms used in this Section) and (iy) agrees that Sections 7.2, 8.4, 8.15 and 8.13, to the extent any amendments to any provision of this Section 8.14 and 13.17 (or any of the definition of “Debt Financing Sources” (and defined terms used herein or therein or any other provision or definition in of this Agreement to the extent an amendment, a modification, waiver or termination of such defined term or provision or definition would modify the substance of such Section) or, solely as they relate to such Section, the definitions of any of the foregoing provisions or definitionsterms used) may not be amended, modified, waived or terminated in any way are adverse to the Debt Financing Sources Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources party Sources. Notwithstanding anything contained herein to the Debt Commitment Letter; provided that notwithstanding the foregoingcontrary, nothing in this Section 8.14 13.17 shall in any way limit or modify affect a party’s rights and remedies under the obligations of any Debt Definitive Financing Source Agreements to the Parent or any extent they are a party thereto. The remainder of its Subsidiaries, or this page has been intentionally left blank; the rights of next page is the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financingsignature page.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end contrary, PKI, for itself and each of this paragraph), each Party, on behalf of itself, its Subsidiaries, its controlled subsidiaries and their respective Affiliates and the Representatives of each of the foregoingdirectors, managers, officers, employees and other Representatives, but not Buyer and its Affiliates, hereby: (a) agrees that any Proceeding Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Debt Financing Source arising out of of, or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the Debt Financing or (each, a “Debt Financing Agreement” and, collectively, the “Debt Commitment Letter Financing Agreements”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and the Companies and the Sellers, for themselves and each Party of their respective subsidiaries, hereto irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws Laws of another jurisdictionstate), except as otherwise provided in the Financing Agreements or other applicable definitive document relating to the Debt Financing, (c) agrees not to bring or support (or permit the Companies or any of their subsidiaries) to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of of, or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding in any such court, (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding brought against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (h) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, this Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may not be amended, modified, waived or terminated in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financing.services

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary contained herein, the Seller (but subject to the proviso at the end of this paragraph), in each Party, case on behalf of itself, its Subsidiaries, its controlled Affiliates itself and the Representatives of each of the foregoing, hereby: (a) agrees that any Proceeding involving a Debt Financing Source arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of its Affiliates, including the agreements entered into in connection with the Debt Financing or the Debt 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 irrevocably submits itself Company Group and its property with respect to and their directors, officers, employees, agents and representatives) hereby waives any such Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (c) agrees not to bring rights or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, claims against any Debt Financing Source (in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (dits capacity as such) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding in any such court, (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding brought against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt FinancingCommitment Letters, the Debt Commitment Letter Financing, any transaction contemplated hereunder or thereunder or in respect of any other document whether under law or equity (whether in tort, contract or otherwise) or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith and the Company Group and the Seller (in each case on behalf of itself and any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunderits Affiliates, (gdirectors, officers, employees, agents and representatives) agrees that this Agreement may not be enforced to commence any action or proceeding against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of (in its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, capacity as such) in connection with this Agreement, the Debt Commitment Letters (including any of their respective successors and assigns), the Debt Financing, any transaction contemplated hereunder or thereunder or in respect of any other document whether under law or equity (whether in tort, contract or otherwise) and agrees to cause any such action or proceeding asserted by such Seller (on behalf of itself and any of its Affiliates, directors, officers, employees, agents and representatives) in connection with this Agreement, the Debt Commitment Letter Letters, the Debt Financing, any transaction contemplated hereunder or thereunder or in respect of any other document whether under law or equity (whether in tort, contract, or otherwise) against any such Debt Financing Source to be dismissed or otherwise terminated; provided that the foregoing shall not be construed to preclude (x) the exercise of any rights that the Buyer or any of its Affiliates may have under the agreements entered into in connection Debt Commitment Letters or any definitive documentation with respect to the Debt Financing or (y) the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance exercise of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, (h) agrees rights that the Debt Financing Sources are express third party beneficiaries ofSeller, the Company Group and their respective Affiliates may enforce, and shall be entitled to rely on, this Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement have with respect to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may not be amended, modified, waived or terminated in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of Buyer and its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financing.Affiliates hereunder. [Signature pages follow]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to contrary, the proviso at the end of this paragraph), each PartyCompany, on behalf of itself, itself and its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, hereby: (ai) agrees that any Proceeding judicial, administrative or arbitral actions, suits or proceedings by or before any Governmental Entity and any claim, demand, audit, review, inquiry, examination, or investigation, whether in law or in equity, whether in contract or in tort or otherwise (collectively, “Actions”), involving a Financing Source in respect of any Debt Financing Source (a “Debt Financing Source”), arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the Debt Financing or the Debt 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 party hereto irrevocably submits itself and its property with respect to any such Proceeding Action to the exclusive jurisdiction of such court, (b) agrees that any and such Proceeding Action (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws law of the State of DelawareNew York)) shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (cii) agrees not to bring or support any Proceeding Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) agrees that service of process upon the Company or its Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 7.9, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding Action in any such court, (ev) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law law all rights of trial by jury in any Proceeding Action brought against any the Debt Financing Source Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (fvi) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, Agreement or the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (gvii) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, Company or any of its Subsidiaries or any of their respective Representatives(other than Parent and its Affiliates), and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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 otherwiseotherwise (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent against the Debt Financing Sources with respect to the Debt Financing or any of the transactions contemplated hereby or any services thereunder), and (hviii) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 6.3(e), 6.3(f) and 7.6, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 8.14 7.13, and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 such provisions and the definition definitions of “Debt Financing Sources” and “Debt Financing Sources Related Parties” (and any other provision or definition in of this Agreement to the extent an amendment, modificationsupplement, waiver or termination other modification of such provision or definition would modify the substance of any of the foregoing provisions or definitionssuch Sections) may shall not be amended, modified, waived or terminated in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in Sources. For purposes of this Section 8.14 shall in any way limit or modify the obligations of any 7.13, “Debt Financing Source Sources” includes all Debt Financing Sources Related Parties. The Company, Parent and Merger Sub have caused this Agreement to the Parent or any of its Subsidiaries, or the rights be executed as of the Parent or any its Subsidiaries against any Debt Financing Sourcedate first written above. ZAYO GROUP HOLDINGS, in each case under INC. By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Co-Founder, Chairman & CEO FRONT RANGE TOPCO, INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: President By: /s/ Nathalie Brabers Name: Nathalie Brabers Title: President By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President FRONT RANGE BIDCO, INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: President By: /s/ Nathalie Brabers Name: Nathalie Brabers Title: President By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President EXHIBIT A CERTAIN DEFINITIONS For purposes of the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financing.Agreement (including this Exhibit A):

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of contained in this paragraph)Agreement, each Party, on behalf of itself, its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, herebyParties: (ai) agrees that any Proceeding involving a Debt Financing Source arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt 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 irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (c) agrees it will not to bring or support any Proceeding Person in any action, suit, Proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Source Sources (or such Debt Financing Source’s Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and Representatives) (or any of their respective successors or assigns) in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter any debt commitment letter to which Purchaser or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter its Affiliates is a party, this Agreement or any of the transactions contemplated hereby by this Agreement, including, but not limited to, any dispute arising out of or thereby relating in any way to any documents related thereto or hereto or the performance of thereof or hereof or the financings contemplated by any services thereunder such debt commitment letter, in any forum other than any the federal or and New York state court courts located in the Borough of ManhattanManhattan within the City of New York (which shall be the exclusive venue for any such action, New Yorksuit, New Yorkproceeding, (dcause of action, claim, cross-claim or third party action) irrevocably waives, and waives any object any of them may have to the fullest extent that it may effectively do solaying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action, suit, Proceeding, cause of action, claim, cross-claim or third-party claim of any such Proceeding kind or description, whether in law or in equity in any such court; (ii) agrees that, (e) knowinglyall action, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights suit, Proceeding, cause of trial by jury action, claim, cross-claim or third-party claim of any kind or description, whether in any Proceeding brought law or in equity against any of the Debt Financing Source Sources (or such Debt Financing Source’s Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and Representatives) (or any of their respective successors or assigns) in any way arising out of or relating to this Agreement, any debt financing to be provided to the Purchaser or its Affiliates by the Debt Financing, the Debt Commitment Letter Financing Sources or any of the agreements or documents relating to or entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby such debt financing or the performance of any services thereunder, (f) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby thereunder or the performance thereof, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (iii) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any services thereunder, litigation (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (h) agrees that directly or indirectly arising out of or relating in any way to any debt financing provided by the Debt Financing Sources are express third party beneficiaries ofto the Company, Purchaser or its Affiliates. Notwithstanding anything to the contrary contained in this Agreement, (A) none of the Agent, the Sellers, the Company and may enforceany of their respective employees, and officers, directors, stockholders or Affiliates shall be entitled to rely on, this Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “have any rights or claims against any Debt Financing Sources” Source (or such Debt Financing Source’s Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and Representatives) (or any other provision of their respective successors or definition assigns) in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance respect of any dispute arising out of the foregoing provisions or definitions) may not be amended, modified, waived or terminated relating in any way adverse to this Agreement, the transactions contemplated by this Agreement, any financing agreement between the Debt Financing Sources without and Purchaser or its Affiliates, or the prior written consent performance thereof or hereof or the financings contemplated thereby or hereby, whether in law or in equity, in contract or in tort or otherwise, and (B) no Debt Financing Source (or such Debt Financing Source’s Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and Representatives) (or any of their respective successors or assigns) shall have any liability (whether in contract, in tort or otherwise) to any of the Agent, the Sellers, the Company or any of their respective employees, officers, directors, stockholders or Affiliates for any obligations or liabilities of any party hereto under any debt financing provided or to be provided to the Company, Purchaser or its Affiliates by the Debt Financing Sources party Sources, any of the agreements or documents relating to or entered into in connection with such debt financing or the performance of any services thereunder or the performance thereof or the financings contemplated thereby, or this Agreement, or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to such financing provided or to be provided by Debt Commitment Letter; provided that notwithstanding Financing Sources, whether at law or equity, in contract, in tort or otherwise. For the foregoingavoidance of doubt, nothing in this Section 8.14 herein shall in any way limit or modify (a) the rights and obligations of any Parent and Purchaser and the Debt Financing Source Sources under the commitment and other financing agreements among the Parent, Purchaser and Debt Financing Sources, or (b) at any time the Debt Financing Sources have become parties to this Agreement in accordance with Section 13.03 or have otherwise acquired or succeeded to the interests of Parent or any of its SubsidiariesPurchaser under this Agreement and as such are exercising their rights and remedies hereunder or with respect hereto against the Sellers, or the rights of the Parent or any its Subsidiaries Sellers to pursue defenses against any claims asserted by the Debt Financing SourceSources, in each case under their capacity as parties to this Agreement or as aforesaid, against the Debt Commitment Letter or the definitive agreements executed in connection with the Debt FinancingSellers.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to contrary, the proviso at the end of this paragraph), each Party, Seller on behalf of itself, its Subsidiaries, its and each of their respective controlled Affiliates and the Representatives of each of the foregoing, hereby: (ai) agrees that any Proceeding involving a Debt Financing Source arising all Actions (whether in tort, contract or otherwise) that may be based upon, arise out of or relating relate to this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder involving the Debt Financing Source Related Parties shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Proceeding Action to the exclusive jurisdiction of such court, (b) agrees that any and such Proceeding Action (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter or in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws law of the State of the Delaware)) shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application York, regardless of the laws that might otherwise govern under applicable principles of another jurisdiction)conflicts of laws, (cii) agrees not to bring or support or permit any Proceeding of its controlled Affiliates to bring or support any kind or description, Action (whether in law or in equitytort, whether in contract or in tort or otherwise) that may be based upon, against any Debt Financing Source in any way arising arise out of or relating relate to this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against any Debt Financing Source Related Party in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) agrees that service of process upon the Seller, its Subsidiaries or their respective controlled Affiliates in any such Action shall be effective if notice is given in accordance with Section 9.1, (iv) irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, the defense of an inconvenient forum to the maintenance of any such Proceeding Action in any such court, (ev) knowingly, intentionally irrevocably and voluntarily unconditionally waives to the fullest extent permitted by applicable Law all rights of any right it may have to a trial by jury in any Proceeding Action brought against any the Debt Financing Source in any way Sources directly or indirectly arising out of of, under or relating to in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (fvi) agrees that no none of the Debt Financing Source shall be subject Related Parties will have any Liability to the Seller or any specialof its Subsidiaries or any of their respective controlled Affiliates or representatives (in each case, consequential, punitive other than the Purchaser and its Subsidiaries) relating to or indirect damages or damages arising out of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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 equitytort, whether in contract or in tort or otherwise, ) and (hvii) agrees that the Debt Financing Sources Source Related Parties are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 8.14 and 9.16 (i) agrees that Sections 7.2including, 8.4for the avoidance of doubt, 8.15 and 8.13, this Section 8.14 9.4 (solely to the extent it relates to the Debt Financing Source Related Parties))and such provisions and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may “Debt Financing Source Related Parties” shall not be amended, modified, waived or terminated amended in any way adverse to the Debt Financing Sources Source Related Parties without the prior written consent of the Debt Financing Sources party Sources. Notwithstanding the foregoing or anything in this Agreement to the Debt Commitment Letter; provided that notwithstanding contrary, in no event shall the foregoingSeller or any of its Affiliates be entitled to, nothing or permitted to seek, specific performance in this Section 8.14 shall in any way limit or modify the obligations respect of any Debt Financing Source Related Party related to the Parent Debt Financing under the terms of this Agreement prior to the Principal Closing Date, and nor shall there be any right of the Seller or its Affiliates to enforce specifically any of Seller’s and its Subsidiaries, or the Affiliates’ respective rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive any other agreements executed in connection with relating to the Debt Financing. [Signature Page Follows.]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to contrary, the proviso at the end of this paragraph), each PartyCompany hereby, on behalf of itself, itself and its Subsidiaries, its controlled Affiliates each Seller Related Party and the Representatives of each of the foregoingother parties hereto, herebysubject to the final sentence of this Section 11.19: (a) agrees that it will not bring or support any Proceeding involving a action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Buyer’s debt financing sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement (the “Debt Financing Source Sources”), including but not limited to any dispute arising out of or relating in any way to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements Buyer’s debt financing arrangements entered into in connection with the transactions contemplated by this Agreement (the “Debt Financing Financing”) or the Debt Commitment Letter performance thereof or any of the transactions contemplated hereby or thereby or the performance of thereby, in any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court forum other than exclusively in the Borough Supreme Court of Manhattan, the State of New York, County of New York, so long as such forum or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and remains availableappellate courts thereof), and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Proceeding action to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) 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 jurisdictionstate), except as otherwise provided in any applicable definitive document relating to the Debt Financing, including any debt commitment letter, (c) agrees not that service of process, summons, notice or document by registered mail addressed to bring or support the Company at its address provided in Section 11.6 shall be effective service of process against the Company and its Subsidiaries for any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source such action brought in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New Yorksuch court, (d) waives and hereby irrevocably waives, to the fullest extent that permitted by law, any objection which it may effectively do sonow or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of of, any such Proceeding action in any such court, (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding action, proceeding or counterclaim (whether based upon contract, tort or otherwise) brought against any the Debt Financing Source in any way Sources arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter debt commitment letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that no a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, (g) agrees that none of the sources providing the Debt Financing Source shall be subject will have any liability to any special, consequential, punitive the Company or indirect damages its Subsidiaries relating to or damages arising out of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability applicable definitive document relating to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or including any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter 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, (hg) agrees that the Debt Financing Sources are express third third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 11.19, Section 11.3 and Section 11.16, an each of such Sections shall expressly inure to the benefit of the Debt Financing Sources and the Debt Financing Sources shall be entitled to rely onon and enforce the provisions of such Sections. No Debt Financing Source shall be subject to any special, this Section 8.14 and consequential, punitive or indirect damages or damages of a tortious nature. Notwithstanding (i) agrees that Sections 7.2the foregoing, 8.4, 8.15 and 8.13, nothing in this Section 8.14 11.19 shall in any way limit or modify the rights and obligations of Buyer under this Agreement as with respect to the definition of “Debt Financing Sources” Sources or any Debt Financing Source’s obligations to Buyer under the any applicable definitive document relating to the Debt Financing, including any debt commitment letter (it being understood that following consummation of the transactions contemplated by this Agreement, nothing in this Section 11.19 shall limit the rights of any of the parties to any definitive documentation relating to the Debt Financing), (ii) anything to the contrary contained herein, no Seller Related Party (other than Buyer) shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, and no Debt Financing Source shall have any rights or claims against any Seller Related Party (other than Buyer) in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following consummation of the transactions contemplated hereby, the foregoing will not limit the rights of the parties to the Debt Financing under any commitment letter related thereto, (iii) Sections 11.3, 11.16 and 11.19 (and any other provision or definition in of this Agreement to the extent an amendment, modificationsupplement, waiver or termination other modification of such provision or definition would modify the substance of any of the foregoing provisions or definitionssuch Sections) may not be amended, modifiedsupplement, waived or terminated otherwise modified in any way manner that impacts or is otherwise adverse in any respect to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt FinancingSources.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, each Party, of the Parties on behalf of itself, itself and each of its Subsidiaries, its respective controlled Affiliates and the Representatives of each of the foregoing, hereby: (a) agrees that any Proceeding action, cause of action, claim, cross-claim or third-party claim, suit, investigation or any other proceeding of any kind or description (whether in law or in equity, whether in contract or in tort or otherwise), involving a the Debt Financing Source Sources, arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, York County and any appellate court thereof (each such court, the “Subject Courts”) and each Party irrevocably submits itself and its property with respect to any such Proceeding action, cause of action, claim, cross-claim or third-party claim, suit, investigation or proceeding (except to the extent (a) relating to the interpretation of any provision of this Agreement or (b) expressly specified otherwise in any agreements entered into in connection with the Debt Financing) to the exclusive jurisdiction of such court, (b) Subject Court and agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions dispute shall be governed by by, and construed in accordance with the Laws of the State of Delaware)) shall be governed by 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 jurisdiction)York, (cb) agrees not to bring or support or permit any Proceeding of its respective controlled Affiliates to bring or support any action, cause of action, claim, cross-claim or third-party claim, suit, investigation or any other proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (dc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action, cause of action, claim, cross-claim or third-party claim, suit, investigation or other proceeding of any such Proceeding kind or description in any such courtSubject Court, (ed) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of legal requirements trial by jury in any Proceeding legal action brought against any the Debt Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Sources will have any liability to any of the Sellers or Owners or their respective controlled Affiliates relating to or arising out of this Agreement, the Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Sellers or Founders or their respective controlled Affiliates shall bring or support any legal action, including any action, cause of action, claim, cross-claim or third-party claim, suit, investigation or other proceeding of any kind or 116 description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Sources relating to or in any way arising out of this Agreement, the Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action, cause of action, claim, cross-claim or third-party claim, suit, investigation or any other proceeding of any kind or description involving any Debt Financing Source or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, (g) agree that service of process upon any Party in any such action, cause of action, claim, cross-claim or third-party claim, suit, investigation or any other proceeding shall be effective if notice is given in accordance with Section 11.2, (h) agree that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, and (gi) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (hx) agrees that the Debt Financing Sources are express third third-party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions in this Section 8.14 11.15 (or the definitions of any terms used in this Section 11.15), Section 11.3 and Section 11.4 and (iy) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and to the definition of “Debt Financing Sources” extent any amendments to any such provisions (and any other provision or definition in of this Agreement to the extent an amendment, modificationsupplement, waiver or termination other modification of such provision or definition would not modify the substance of any of the foregoing provisions or definitionsthis Section 11.15) may not be amended, modified, waived or terminated in any way are adverse to the Debt Financing Sources Sources, such provisions shall not be amended or waived in any way without the prior written consent of the Debt Financing Sources party Sources. Notwithstanding anything contained herein to the Debt Commitment Letter; provided that notwithstanding the foregoingcontrary, nothing in this Section 8.14 11.15 shall in any way limit affect any Party’s or modify the obligations any of their respective Affiliates’ rights and remedies under any binding agreement between a Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financingand such Party.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to contrary, the proviso at Truist Parties, the end of this paragraph), Company and each Truist Related Party, on behalf of itself, itself and its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoingAffiliates, hereby: (ai) agrees that any Proceeding claim or action, whether in law or in equity, whether in contract or in tort or otherwise, involving a any Debt Financing Source Sources, arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the Debt Financing or the Debt 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 121 federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Proceeding claim or action to the exclusive jurisdiction of such court, (b) agrees that any and such Proceeding claim or action (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)Agreement) shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), except as otherwise set forth in the Debt Commitment Letter, including with respect to (a) the interpretation of the definition of Material Adverse Effect (and whether or not a Material Adverse Effect has occurred), (b) the determination of the accuracy of any “specified acquisition agreement representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof any Buyer Entity or any of their Affiliates has the right to terminate their obligations hereunder pursuant to ‎Section 9.01(d) or decline to consummate the Closing as a result thereof pursuant to ‎Section 8.02(a) and (c) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the Laws of the State of Delaware (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (ii) agrees not to bring or support any Proceeding claim or action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) agrees that service of process upon Truist or its Affiliates in any such claim or action or proceeding shall be effective if notice is given in accordance with ‎Section 11.01, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding claim or action in any such court, (ev) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Applicable Law all rights of trial by jury in any Proceeding claim or action brought against any the Debt Financing Source Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (fvi) agrees that no Debt Financing Source Sources shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature nature, (vii) agrees that no Debt Financing Sources will have any liability to the Truist Parties, the Company or any Truist Related Party (other than the Buyer Entities and their Affiliates) in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, otherwise and (hviii) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, the foregoing agreements in ‎Section 9.03(b) and shall be entitled to rely on, this Section 8.14 ‎Section 11.16 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” such provisions (and any other provision or definition in of this Agreement to the extent an amendment, modificationsupplement, waiver or termination other modification of such provision or definition would modify the substance of any of the foregoing provisions or definitionsthis Section) may shall not be amended, modified, waived or terminated amended in any way materially adverse to the any Debt Financing Sources Source without the prior written consent of each related Debt Financing Source; provided, for the avoidance of doubt, that nothing in this ‎Section 11.16 shall limit the rights of the Buyer Entities or, upon and after the Closing, any Company Entity against the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the any definitive agreements executed in connection documentation with respect to the Debt Financing.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but in all cases subject to and without in any way limiting the proviso at rights, remedies and claims of Acquiror and its Affiliates under or pursuant to the end of this paragraphCommitment Letter or any other agreement entered into with respect to the Debt Financing), each Party, of the parties to this Agreement on behalf of itself, its Subsidiaries, itself and each of its controlled Affiliates and the Representatives of each of the foregoing, hereby: (a) agrees that any Proceeding legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving a Debt the Committed Financing Source Sources, arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, York County and any appellate court thereof (each such court, the “Subject Courts”) and each Party party hereto irrevocably submits itself and its property with respect to any such Proceeding action to the exclusive jurisdiction of such court, (b) court and agrees that any such Proceeding dispute shall be governed by, and construed in accordance with, the Laws of the State of New York (except to provided, however, that notwithstanding the extent relating to forgoing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, it is understood and agreed that (A) the interpretation of the definition of Subject Entities Material Adverse Effect (and whether or not a Subject Entities Material Adverse Effect has occurred), (B) the determination of the accuracy of any provisions “specified acquisition agreement representation” (as such term or similar term may be defined in this Agreement the Commitment Letter) and whether as a result of any inaccuracy thereof Acquiror or any of its Affiliates have the right to terminate its or their obligations hereunder pursuant to Section 9.1(c) decline to consummate the Closing as a result thereof pursuant to Article VII and (including any provision C) the determination of whether the Closing has been consummated in any documentation related to all material respects in accordance with the Debt Financing that expressly specifies that the interpretation of such provisions terms hereof, shall in each case be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (, without giving effect to any conflicts choice or conflict of law principles provision or rule that would result in cause the application of the laws Laws of another any other jurisdiction), (cb) agrees not to bring or support or permit any Proceeding of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any Debt the Committed Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (dc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding action in any such courtSubject Court, (ed) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of legal requirements trial by jury in any Proceeding legal action brought against any Debt the Committed Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Committed Financing Sources will have any liability to any of Sellers, the Subject Entities or their respective Affiliates relating to or arising out of this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of Sellers, the Subject Entities or their respective Affiliates shall bring or support any legal action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Committed Financing Sources relating to or in any way arising out of this Agreement, the Debt Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees that no Debt not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Committed Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or hereby, any claim that it is not personally subject to the performance jurisdiction of the Subject Courts as described herein for any services thereunderreason, and (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (hx) agrees that the Debt Committed Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions in this Section 8.14 11.14 (and the definitions of any terms used in this Section 11.14) and (iy) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendmentany amendments to any provision of this Section 11.14 (or, modificationsolely as they relate to such Section, waiver or termination of such provision or definition would modify the substance definitions of any of the foregoing provisions or definitionsterms used in this Section 11.14) may not be amended, modified, waived or terminated in any way are materially adverse to the Debt Committed Financing Sources Sources, such provisions shall not be amended without the prior written consent of the Debt Committed Financing Sources party Sources. Notwithstanding anything contained herein to the Debt Commitment Letter; provided that notwithstanding the foregoingcontrary, nothing in this Section 8.14 11.14 shall in any way limit or modify the obligations of affect any Debt Financing Source to the Parent party’s or any of its Subsidiaries, or the their respective Affiliates’ rights of the Parent or and remedies under any its Subsidiaries against any Debt binding agreement between a Committed Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt FinancingSource and such party.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but in all cases subject to and without in any way limiting the proviso at the end rights, remedies and claims of this paragraphBuyer and its Affiliates under or pursuant to any Debt Commitment Letter or any other agreement entered into with respect to any Debt Financing), each Party, of the Parties to this Agreement on behalf of itself, its Subsidiaries, itself and each of its controlled Affiliates and the Representatives of each of the foregoing, hereby: (a) agrees that any Proceeding Action (whether in law or in equity, whether in contract or in tort or otherwise), involving a any Debt Financing Source Sources, arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, York County and any appellate court thereof (each such court, the “Subject Courts”) and each Party irrevocably submits itself and its property with respect to any such Proceeding action to the exclusive jurisdiction of such court, (b) court and agrees that any such Proceeding dispute or other Action shall be governed by, and construed in accordance with, the Laws of the State of New York (except to provided, however, that notwithstanding the extent relating to forgoing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, it is understood and agreed that (A) the interpretation of the definition of Material Adverse Effect (and whether or not a Material Adverse Effect has occurred), (B) the determination of the accuracy of any provisions in this Agreement “specified acquisition agreement representation” (including any provision as such term or similar term may be defined in any documentation related such Debt Commitment Letter) and whether as a result of any inaccuracy thereof, Buyer or any of its respective Affiliates have the right to terminate its or their obligations hereunder or decline to consummate the Debt Financing that expressly specifies that Closing as a result thereof and (C) the interpretation determination of such provisions whether the Closing has been consummated in all material respects in accordance with the terms hereof, shall in each case be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (, without giving effect to any conflicts choice or conflict of law principles provision or rule that would result in cause the application of the laws Laws of another any other jurisdiction), ; (cb) agrees not to bring or support or permit any Proceeding of its controlled Affiliates to bring or support any legal Action (including any Action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any Debt Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, Subject Court; (dc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding action in any such court, Subject Court; (ed) knowingly, intentionally and voluntarily waives (to the fullest extent permitted by applicable Law all rights of Law) trial by jury in any Proceeding Action brought against any Debt Financing Source Sources in any way arising out of or relating to this Agreement, the any Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with transactions contemplated hereby or thereby or the performance of any service thereunder; (e) agrees that none of the Debt Financing Sources will have any Liability to any of the Company Group or their respective Affiliates relating to or arising out of this Agreement, any Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company Group or their respective Affiliates shall bring or support any Action, including any cause of action, claim, cross-claim or third party claim of any kind or description, (whether in law or in equity, whether in contract or in tort or otherwise) against any of the Debt Commitment Letter Financing Sources relating to or in any way arising out of this Agreement, any Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, ; (f) agrees that no Debt Financing Source shall be subject to any specialwaives, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have not to assert, by way of motion or as a defense, counterclaim or otherwise, in any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against Action involving any Debt Financing Source, in connection with this Agreement, any claim that it is not personally subject to the Debt Financing, the Debt Commitment Letter or any jurisdiction of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or Subject Courts as described herein for 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, reason; and (hg) agrees (x) that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions in this Section 8.14 13.19 (and the definitions of any terms used in this Section 13.19) and (iy) agrees that Sections 7.2, 8.4, 8.15 and 8.13, to the extent any amendments to any provision of this Section 8.14 and 13.19 (or, solely as they relate to this Section 13.19, the definition definitions of “any terms used in this Section 13.19) are materially adverse to any Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may shall not be amended, modified, waived or terminated in any way adverse to the Debt Financing Sources amended without the prior written consent of the such affected Debt Financing Sources party Sources. Notwithstanding anything contained herein to the Debt Commitment Letter; provided that notwithstanding the foregoingcontrary, nothing in this Section 8.14 13.19 shall in any way limit affect any Party’s or modify the obligations any of their respective Affiliates’ rights and remedies under any binding agreement between a Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financingand such Party.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, each PartySeller, on behalf of itself, itself and its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, hereby: (ai) agrees that any Proceeding action, whether in law or in equity, whether in contract or in tort or otherwise, involving a any Debt Financing Source Source, arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the Debt Financing or the Debt 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 thereof, and each Party party hereto irrevocably submits itself and its property with respect to any such Proceeding action to the exclusive jurisdiction of such court, (b) agrees that any and such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) 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 of another jurisdiction), (cii) agrees not to bring or support any Proceeding action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) agrees that service of process upon each Seller or its Subsidiaries in any such action or proceeding shall be effective if notice is given in accordance with Section 9.2, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding action in any such court, (ev) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding action brought against any the Debt Financing Source Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (fvi) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereundernature, (gvii) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any Seller or any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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 otherwiseotherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Buyer against the Debt Financing Sources with respect to the Debt Financing or any of the transactions contemplated hereby or any services thereunder), and (hviii) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled the provisions in Section 8.2 (Effect of Termination), Section 9.3 (Amendment; Waiver), Section 9.10 (Governing Law; Submission to rely onJurisdiction; Selection of Forum; Waiver of Trial by Jury), Section 9.14 (Specific Performance) or this Section 8.14 and (i) agrees 9.18 that Sections 7.2, 8.4, 8.15 and 8.13, in each case reflect the foregoing agreements set forth in this Section 8.14 9.18 (or any other provision of this Agreement to the extent modification, amendment or waiver of such provision would modify the substance of the foregoing as it applies to any Debt Financing Source or Debt Financing), and such provisions and the definition definitions of “Debt Financing Sources” and “Debt Financing Sources Related Parties” (and any other provision or definition in of this Agreement to the extent an amendment, modificationsupplement, waiver or termination other modification of such provision or definition would modify the substance of any of the foregoing provisions or definitionssuch Sections) may shall not be amended, modified, waived or terminated amended in any way materially adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party Sources. For purposes of this Section 9.18 (other than with respect to the Debt Commitment Letter; provided parties that notwithstanding the foregoinghave a consent right over adverse amendments, nothing in supplements, waivers, or other modifications to this Section 8.14 shall in any way limit or modify the obligations of any Agreement), “Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Sources” includes all Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt FinancingSources Related Parties.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, each Party, of Seller on behalf of itself, its Subsidiaries, its controlled Affiliates itself and the Representatives of each of the foregoing, Seller Indemnified Parties and Buyer on behalf of itself and each of the Buyer Indemnified Parties hereby: (a) agrees that any Proceeding Action, involving a the Debt Financing Source Sources, arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the definitive agreements entered into in connection with the Debt Financing or (the “Debt Commitment Letter Financing Documents”) or any of the transactions contemplated hereby or thereby thereby, in each case involving the Debt Financing Sources, or the performance of any services thereunder under the Debt Financing Documents, shall be subject to the exclusive jurisdiction of any New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, York County and any appellate court thereof (each such court, the “Subject Courts”) and each Party party hereto irrevocably submits itself and its property with respect to any such Proceeding dispute to the exclusive jurisdiction of such court, (b) court and agrees that any such Proceeding Action shall be governed by, and construed in accordance with, the laws of the State of New York; provided, however, any Action that relates to (except to the extent relating to i) the interpretation of the definition of “Material Adverse Effect” (and whether or not a Material Adverse Effect has occurred), (ii) the determination of the accuracy of any provisions “Company Representation” (as such term or similar term is defined in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that Documents) and whether as a result of any inaccuracy thereof Buyer or any of its Affiliates has the interpretation right to terminate its or their obligations hereunder pursuant to Section 13.1 or decline to consummate the Closing as a result thereof pursuant to Section 13.1 and (iii) the determination of such provisions whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the Laws law of the State of Delaware)) shall be governed by the Laws of the State of New York (Texas, without giving effect to any conflicts choice or conflict of law principles provision or rule that would result in cause the application of the laws of another any other jurisdiction), (cb) agrees not to bring or support or permit any Proceeding of its Affiliates to bring or support any Action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any the Debt Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (dc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding Action in any such courtSubject Court, (d) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action involving any Debt Financing Source involving the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, (e) knowingly, intentionally and voluntarily waives to agrees that none of the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding brought against any Debt Financing Source in Sources will have any way liability to Seller, the Company or any of the Seller Indemnified Parties relating to or arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunderthereunder and that none of Seller, the Company or any the Seller Indemnified Parties shall bring or support any legal action (f) agrees that no including any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether at Law or in equity, whether in Contract or in tort or otherwise), against any of the Debt Financing Source shall be subject Sources relating to or in any special, consequential, punitive or indirect damages or damages way arising out of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder and (gf) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (hx) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions in this Section 8.14 14.15 and all other DFS Provisions (or the definitions of any terms used in this Section 14.15 or any other DFS Provision) and (iy) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendmentany amendments to any provision of this Section 14.15 and all other DFS Provisions (or, modificationsolely as they relate to this Section 14.15 or any other DFS Provision, waiver or termination of such provision or definition would modify the substance definitions of any of the foregoing provisions terms used in this Section 14.15 or definitionsany other DFS Provision) may not be amended, modified, waived or terminated in any way are materially adverse to the Debt Financing Sources Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources party Sources. In addition, in no event will any Debt Financing Source be liable to Seller, the Company or any of the Seller Indemnified Parties for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortious nature arising out of or relating to this Agreement or the transactions contemplated hereby. Notwithstanding anything contained herein to the Debt Commitment Letter; provided that notwithstanding the foregoingcontrary, nothing in this Section 8.14 14.15 or any other DFS Provision shall in any way limit affect any Buyer’s or modify the obligations of Buyer Indemnified Parties’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Financing Documents. [Signature pages to follow.] Each of the Parties has executed this Agreement as of the date first written above. SELLER: XXXXXX PETROLEUM OPERATING COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President & Chief Executive Officer COMPANY: XXXXXX (EAGLE FORD) LLC By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President & Chief Executive Officer BUYER: RIDGEMAR ENERGY OPERATING, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Executive Officer EXHIBIT A FORM OF SELLER AND COMPANY BRING DOWN CERTIFICATE [●], 2023 This certificate (this “Certificate”) is executed and delivered in accordance with Section 2.11(a)(i) of that certain Membership Interest Purchase Agreement, dated May 3, 2023 (the “Purchase Agreement”), by and among Xxxxxx Petroleum Operating Company, a Delaware corporation (“Seller”), Xxxxxx (Eagle Ford) LLC, a Delaware limited liability company (the “Company”), and Ridgemar Energy Operating, LLC, a Delaware limited liability company (“Buyer”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement. As applicable, (x) [●] in [his/her] capacity as [●] of Seller, certifies to Buyer, solely in such capacity and not individually, on behalf of Seller and solely with respect to Seller, and (y) [●] in [his/her] capacity as [●] of the Company, certifies to Buyer, solely in such capacity and not individually, on behalf of the Company and solely with respect to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing SourceCompany, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financing.case, as follows:

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, each Partyparty, on behalf of itself, its Subsidiaries, its controlled Affiliates itself and the Representatives of each of the foregoing, its Affiliates hereby: (a) agrees that any Proceeding proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Debt Financing Source Sources, arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, 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 Proceeding proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) proceeding shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), (c) agrees not to bring or support or permit any Proceeding of its Affiliates to bring or support any proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Financing Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such proceeding or proceeding shall be effective if notice is given in accordance with Section 8.9, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding proceeding in any such court, (ef) agrees that a final judgment in any such proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law, (g) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of law trial by jury in any Proceeding proceeding brought against any the Debt Financing Source Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Financing Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (fh) agrees that no none of the Debt Financing Source shall be subject Sources will have any liability to any specialof the Seller, consequentialthe Company or any of its Affiliates or Representatives, punitive or indirect damages any of their respective current, former or damages future officers, directors, employees, agents, Representatives, stockholders, limited partners, managers, members or partners relating to or arising out of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Financing Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in at law or in equity, whether in contract or in tort or otherwise, and (hi) agrees that the Debt Financing Sources are express third party beneficiaries of, of the Lender Protective Provisions and may enforce, and shall be entitled to rely on, this Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 enforce such Lender Protective Provisions. The Seller and the definition Company (each on behalf of “itself and any of its Affiliates and its and their Representatives) hereby waives any rights or claims against any Debt Financing Sources” (and Source or any other provision or definition Affiliate thereof, in connection with this Agreement to the extent an amendmentAgreement, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may not be amended, modified, waived or terminated in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to Financing, the Debt Commitment Letter; provided that notwithstanding Letters or in respect of any other document or theory of law or equity (whether in tort, contract or otherwise) or in respect of any oral or written representations made or alleged to be made, in each case, in connection herewith or therewith, and the foregoingSeller and the Company (each on behalf of itself and any of its Affiliates and its and their Representatives) agrees not to commence any action or proceeding against any Debt Financing Source in connection with this Agreement, nothing the Debt Financing, the Debt Commitment Letters or in respectof any other document or theory of law or equity in connection herewith or therewith and agrees to cause any such action or proceeding asserted by the Seller or the Company (each on behalf of itself and any of its Affiliates and its and their Representatives) in connection with this Section 8.14 shall Agreement, any Debt Financing or in respect of any way limit other document or modify the obligations theory of law or equity in connection herewith or therewith against any Debt Financing Source to be dismissed or otherwise terminated. For clarity, this Section 8.18 shall not limit any liability of (or claims against) the Parent Buyer or any of its Subsidiaries, or the rights of the Parent Affiliates or any its Subsidiaries against any Debt Financing Sourceof their respective Representatives under this Agreement, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financingany Ancillary Agreement.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, Seller and each Seller Related Party, on behalf of itself, itself and its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, hereby: (ai) agrees that any Proceeding Action, whether in law or in equity, whether in contract or in tort or otherwise, involving a any Debt Financing Source Source, arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the Debt Financing or the Debt 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 party hereto irrevocably submits itself and its property with respect to any such Proceeding Action to the exclusive jurisdiction of such court, (b) agrees that any and such Proceeding Action (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws law of the State of DelawareNew York)) shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (cii) agrees not to bring or support any Proceeding Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) agrees that service of process upon Seller or its Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 10.5, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding Action in any such court, (ev) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding Action brought against any the Debt Financing Source Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (fvi) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereundernature, (gvii) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of Seller Related Party (other than Purchaser and its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, Affiliates) in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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 otherwiseotherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Purchaser against the Debt Financing Sources with respect to the Debt Financing or any of the transactions contemplated hereby or any services thereunder), and (hviii) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, this Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and any of the definition of “Debt Financing Sources” (and any other provision or definition provisions in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of reflecting the foregoing provisions or definitions) may not be amended, modified, waived or terminated in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing agreements in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financing.Section

Debt Financing Sources. (a) Notwithstanding anything in this Agreement to the contrary (but subject to contrary, the proviso at the end of this paragraph), each Party, Company on behalf of itself, its Subsidiaries, Subsidiaries and its controlled Affiliates and the Representatives of each of the foregoing, hereby: (ai) agrees that any Proceeding action, whether in law or in equity, whether in contract or in tort or otherwise, involving a any Debt Financing Source Sources Related Party, arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the Debt Financing or (including the Debt Commitment Letter Letter) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (a “Debt Financing Action”) shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party hereby irrevocably submits itself and its property with respect to any such Proceeding Debt Financing Action to the exclusive jurisdiction of such court, (b) agrees that any and such Proceeding Debt Financing Action (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing (including the Debt Commitment Letter) that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws law of the State of Delaware)) shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (cii) agrees not to bring or support support, or permit any Proceeding of its Affiliates to bring or support, any Debt Financing Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, Financing (including the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Letter) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) agrees that service of process in any Debt Financing Action shall be effective if notice is given in accordance with the procedures set forth in Section 9.7, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding Debt Financing Action in any such courtcourt with respect to any Debt Financing Action involving any Debt Financing Sources Related Party, (ev) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of Law, trial by jury in any Proceeding brought against Debt Financing Action involving any Debt Financing Source Sources Related Party, as the case may be, in any way arising out of or relating to to, this Agreement, the Debt Financing, Financing (including the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Letter) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, thereunder and (f) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (hvi) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions in this Agreement reflecting the agreements in this Section 8.14 9.14, and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 such provisions and the definition definitions of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may “Debt Financing Sources Related Parties” shall not be amended, modified, modified or waived or terminated in any way that is adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financing.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, each Party, of the parties on behalf of itself, its Subsidiaries, its controlled Affiliates itself and the Representatives of each of the foregoing, its Affiliates hereby: (a) agrees that any Proceeding legal action (whether at Law or in equity, whether in Contract or in tort or otherwise), involving a the Debt Financing Source Sources, arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, York County and any appellate court thereof (each such court, the “Subject Courts”) and each Party party irrevocably submits itself and its property with respect to any such Proceeding legal action to the exclusive jurisdiction of such court, (b) Subject Courts and agrees that any such Proceeding dispute shall be governed by, and construed in accordance with, the Laws of the State of New York, except as otherwise set forth in the Debt Financing documentation with respect to (except to the extent relating to i) the interpretation of the definition of Material Adverse Effect (and whether or not a Material Adverse Effect has occurred), (ii) the determination of the accuracy of any provisions “specified acquisition agreement representation” (as such term or similar term is defined in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that documentation) and whether as a result of any inaccuracy thereof the interpretation Buyer or any of such provisions its Affiliates has the right to terminate its or their obligations hereunder pursuant to Section 9.1(b) or decline to consummate the Closing as a result thereof pursuant to Section 7.3(a) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (, without giving effect to any conflicts choice or conflict of law principles Law provision or rule that would result in cause the application of the laws Laws of another any other jurisdiction), (cb) agrees not to bring or support or permit any Proceeding of its Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law at Law or in equity, whether in contract Contract or in tort or otherwise), against any the Debt Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (dc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding legal action in any such courtSubject Court, (ed) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding legal action brought against any the Debt Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Sources will have any liability to any of the Sellers, the Business Entities or their respective Affiliates relating to or arising out of this Agreement, the Debt Financing, or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Sellers, the Business Entities or any of their respective Affiliates shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether at Law or in equity, whether in Contract or in tort or otherwise), against any of the Debt Commitment Letter Financing Sources relating to or in any way arising out of this Agreement, the Debt Financing, or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees that no not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or hereby, any claim that it is not personally subject to the performance jurisdiction of the Subject Courts as described herein for any services thereunderreason, and (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (hi) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions in this Section 8.14 10.22 (or the definitions 84 of any terms used in this Section 10.22) and (iii) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendmentany amendments to any provision of this Section 10.22 (or, modificationsolely as they relate to such Section, waiver or termination of such provision or definition would modify the substance definitions of any of the foregoing provisions or definitionsterms used in this Section 10.22) may not be amended, modified, waived or terminated in any way are materially adverse to the Debt Financing Sources Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources party Sources. Notwithstanding anything contained herein to the Debt Commitment Letter; provided that notwithstanding the foregoingcontrary, nothing in this Section 8.14 10.22 shall in any way limit affect any party’s or modify the obligations any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financingis a party.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, each Partyparty hereto, on behalf of itself, its Subsidiaries, respective Subsidiaries and each of its respective controlled Affiliates and the Representatives of each of the foregoing, hereby: (a) agrees that any Proceeding action, suit or proceeding of any kind or description, whether in contract or in tort or otherwise, involving a the Debt Financing Source Sources, arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the Debt Financing or and/or the Best Efforts Debt Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Proceeding action, suit or proceeding to the exclusive jurisdiction of such court, ; (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions action, suit or proceeding shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware)) shall be governed by the Laws laws, rules or provisions of the State of New York York, including its statute of limitations (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), ; (c) agrees not to bring or support or permit any Proceeding of its controlled Affiliates to bring or support any action, suit or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of Letter, the agreements entered into in connection with the Best Efforts Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding action, suit or proceeding in any such court, ; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of law trial by jury in any Proceeding action, suit or proceeding brought against any the Debt Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Best Efforts Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, ; (f) agrees that no none of the Debt Financing Source shall be subject Sources will have any liability or obligation to the Company or any special, consequential, punitive of its Subsidiaries or indirect damages any of their respective Affiliates or damages representatives relating to or arising out of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of Letter, the agreements entered into in connection with the Best Efforts Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (hg) agrees that (and each other party hereto agrees that) the Debt Financing Sources are express third party beneficiaries of, and may enforceenforce any of the provisions of Section 7.4(c) and this Section 8.17, which shall be binding on all successors and assigns of the Parent, Merger Sub, and shall be entitled to rely on, this Section 8.14 the Company and any of its Subsidiaries or any of their respective Affiliates or representatives; and (ih) agrees that Sections 7.2, 8.4, 8.15 and 8.13, the provisions of this Section 8.14 8.17 and the definition definitions of “Debt Financing Sources” (and any other provision or definition in provisions of this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition a modification thereof would modify affect the substance of any of the foregoing provisions or definitionsforegoing) may shall not be amended, modified, waived or terminated amended in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding . Notwithstanding the foregoing, nothing in this Section 8.14 8.17 shall in any way limit or modify the rights and obligations of Parent (on behalf of itself, its Affiliates, and its Affiliates’ respective officers, directors, equity holders, employees and agents) under this Agreement or any Debt Financing Source Sources’ obligations to the Parent or any (on behalf of itself, its SubsidiariesAffiliates, or the rights of the Parent or any and its Subsidiaries against any Debt Financing SourceAffiliates’ respective officers, in each case directors, equity holders, employees and agents) under the Debt Commitment Letter or and/or the definitive agreements executed in connection with the Best Efforts Debt FinancingFinancing documentation.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but in all cases subject to and without in any way limiting the proviso at rights, remedies and claims of JBT and its Affiliates under or pursuant to the end of this paragraphBridge Financing, the Commitment Letter or any other agreement entered into with respect to the Debt Financing), each Party, of the Parties on behalf of itself, its Subsidiaries, its controlled Affiliates itself and the Representatives of each of the foregoing, its Affiliates hereby: (a) agrees that any Proceeding legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving a Debt the Committed Financing Source Sources, arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, York County and any appellate court thereof (each such court, the “Subject Courts”) and each Party irrevocably submits itself and its property with respect to any such Proceeding action to the exclusive jurisdiction of such court, (b) court and agrees that any such Proceeding dispute shall be governed by, and construed in accordance with, the Laws of the State of New York (except to provided, however, that notwithstanding the extent relating to forgoing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, it is understood and agreed that (i) the interpretation of the definition of “Material Adverse Effect” (and whether or not a “Material Adverse Effect” has occurred), (ii) the determination of the accuracy of any provisions “certain funds representation” (as such term or similar term may be defined in this Agreement the Bridge Financing Agreement) or “specified acquisition agreement representation” (including as such term or similar term may be defined in the Commitment Letter) and whether as a result of any provision inaccuracy thereof JBT, the Bidder or any of their respective Affiliates have the right to terminate its or their obligations hereunder pursuant to Section 13 or decline to consummate the Closing as a result thereof pursuant to Section 14 and (iii) the determination of whether the Closing has been consummated in any documentation related to all material respects in accordance with the Debt Financing that expressly specifies that the interpretation of such provisions terms hereof, shall in each case be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (, without giving effect to any conflicts choice or conflict of law principles provision or rule that would result in cause the application of the laws Laws of another any other jurisdiction); provided, however, that the Transaction and the Tender Offer and matters related thereto shall, to the extent required by the Laws of Iceland, and the interpretation of the duties of directors of the Company shall, be governed by, and construed in accordance with, the Laws of Iceland, (cb) agrees not to bring or support or permit any Proceeding of its Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any Debt the Committed Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (dc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding action in any such courtSubject Court, (ed) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of legal requirements trial by jury in any Proceeding legal action brought against any Debt the Committed Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Committed Financing Sources will have any liability to any of the Company, its Subsidiaries or their respective Affiliates relating to or arising out of this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company, its Subsidiaries or their respective Affiliates shall bring or support any legal action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Committed Financing Sources relating to or in any way arising out of this Agreement, the Debt Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees that no Debt not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Committed Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or hereby, any claim that it is not personally subject to the performance jurisdiction of the Subject Courts as described herein for any services thereunderreason, and (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (hx) agrees that the Debt Committed Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions in Section 14.5 or this Section 8.14 16.2 (and the definitions of any terms used in Section 14.5 or this Section 16.2) and (iy) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendmentany amendments to any provision of Section 14.5 or this Section 16.2 (or, modificationsolely as they relate to such Section, waiver or termination of such provision or definition would modify the substance definitions of any of the foregoing provisions terms used in Section 14.5 or definitionsthis Section 16.2) may not be amended, modified, waived or terminated in any way are adverse to the Debt Committed Financing Sources Sources, such provisions shall not be amended without the prior written consent of the Debt Committed Financing Sources party Sources. Notwithstanding anything contained herein to the Debt Commitment Letter; provided that notwithstanding the foregoingcontrary, nothing in this Section 8.14 16.2 shall in any way limit or modify the obligations of affect any Debt Financing Source to the Parent Party’s or any of its Subsidiaries, or the their respective Affiliates’ rights of the Parent or and remedies under any its Subsidiaries against any Debt binding agreement between a Committed Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt FinancingSource and such party.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, each Party, of the parties on behalf of itself, its Subsidiaries, itself and each of its controlled Affiliates and the Representatives of each of the foregoing, hereby: (a) agrees that any Proceeding legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving a the Debt Financing Source Related Parties, arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of Letter, the definitive agreements entered into in connection with the Debt Financing or (the “Definitive Debt Commitment Letter Financing Agreements”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, York County and any appellate court thereof (each such court, the “Subject Courts”) and each Party party hereto irrevocably submits itself and its property with respect to any such Proceeding legal action to the exclusive jurisdiction of such court, (b) court and agrees that any such Proceeding dispute shall be governed by, and construed in accordance with, the laws of the State of New York (except to provided, however, that notwithstanding the extent relating to forgoing and the governing law provisions of the Debt Commitment Letter, the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, it is understood and agreed that (A) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (B) the determination of the accuracy of any provisions “target representation” (as such term or similar term is defined in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that Commitment Letter) and whether as a result of any inaccuracy thereof the interpretation Parent or any of such provisions its Affiliates has the right to terminate its or their obligations hereunder or decline to consummate the Closing as a result thereof and (C) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, shall in each case be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (terms applicable to governing law as set forth in Section 8.07, without giving effect to any conflicts choice or conflict of law principles provision or rule that would result in cause the application of the laws of another any other jurisdiction), (cb) agrees not to bring or support or permit any Proceeding of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any the Debt Financing Source Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of Letter, the agreements entered into in connection with the Definitive Debt Financing or the Debt Commitment Letter Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (dc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding legal action in any such courtSubject Court, (ed) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding legal action brought against any the Debt Financing Source Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter Letter, the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Source Related Parties will have any liability to any of the Company and its Subsidiaries or their Affiliates relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Agreements or any of the agreements entered into in connection with the Debt Financing or Financing, the Debt Commitment Letter Letter, the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that the Company and its Subsidiaries and each of their respective Affiliates and their respective representatives shall not bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any of the Debt Financing Source Related Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees that no not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Source shall be subject to any special, consequential, punitive Related Party or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or hereby, any claim that it is not personally subject to the performance jurisdiction of the Subject Courts as described herein for any services thereunderreason, and (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (hx) agrees that the Debt Financing Sources Source Related Parties are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions in this Section 8.14 8.17 and (iy) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination any amendments to any provision of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may not be amended, modified, waived or terminated in any way this Section 8.17 are adverse to the Debt Financing Sources Source Related Parties, such provisions shall not be amended without the prior written consent of the Debt Financing Sources party Source Related Parties. Notwithstanding anything contained herein to the Debt Commitment Letter; provided that notwithstanding the foregoingcontrary, nothing in this Section 8.14 8.17 shall in any way limit affect any party’s or modify the obligations any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt FinancingRelated Party is a party.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, each Party, of the parties on behalf of itself, its Subsidiaries, its controlled Affiliates itself and the Representatives of each of the foregoing, its Affiliates hereby: (a) agrees that any Proceeding Action, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Debt Financing Source Sources, arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Documentation, the definitive documentation governing the Debt Financing or any of the agreements entered into in connection with the Debt Financing or Financing, the Debt Commitment Letter Documentation or the definitive documentation governing the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party irrevocably submits itself and its property with respect to any such Proceeding Action to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (c) agrees not to bring or support or permit any Proceeding of its Affiliates to bring or support any Action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any the Debt Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter Documentation, the definitive documentation governing the Debt Financing or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (dc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding Action in any such court, (ed) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding Action brought against any the Debt Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter Documentation, the definitive documentation governing the Debt Financing or any of the agreements entered into in connection with the Debt Financing or Financing, the Debt Commitment Letter Documentation, the definitive documentation governing the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Sources will have any liability to any of the Company, the Seller, the Parent or any of their respective Affiliates or Representatives relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Documentation, the definitive documentation governing the Debt Financing or any of the agreements entered into in connection with the Debt Financing, the Debt Commitment Documentation or the definitive documentation governing the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that it shall not and shall not permit any of its Affiliates or any of their respective officers, directors, or employees to seek any action for specific performance against any of the Debt Financing Sources relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Documentation, the definitive documentation governing the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees that no Debt Financing Source shall be subject not to assert, by way of motion or as a defense, counterclaim or otherwise, in any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against Action involving any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or hereby, any claim that it is not personally subject to the performance jurisdiction of the courts in New York as described herein for any services thereunderreason, whether in law or in equity, whether in contract or in tort or otherwise, and (hg) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions in this Section 8.14 11.16 and (i) agrees that Sections 7.2Section 10.03(e), 8.4Section 11.06, 8.15 Section 11.07, Section 11.08 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement 11.10 to the extent an amendment, modification, waiver or termination of contemplated thereby (and to the extent any amendments to such provision or definition would modify the substance of any of the foregoing provisions or definitions) may not be amended, modified, waived or terminated in any way are materially adverse to the Debt Financing Sources Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding ). Notwithstanding anything contained herein to the foregoingcontrary, nothing in this Section 8.14 11.16 shall in any way limit affect any party’s or modify the obligations any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financingis a party.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (contrary, but subject to without affecting the proviso at terms of any agreement in respect of any Financing, Seller and each of the end of this paragraph), each PartyCompanies, on behalf of itself, its Subsidiaries, its itself and each of their respective controlled Affiliates and (but not, for the Representatives avoidance of each of the foregoingdoubt, Buyer) hereby: (a) agrees that any Proceeding involving a Debt Financing Source arising out none of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt 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 irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (c) agrees not to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding in any such court, (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding brought against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source Sources will have any liability to the PartnershipSeller, any of its Subsidiaries Company or any of their respective Representativescontrolled Affiliates or representatives relating to or arising out of this Agreement, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with Agreement of Buyer related to the transactions contemplated by this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; (b) hereby waives any and all claims and causes of action against the Debt Financing Sources relating to or arising out of this Agreement, any Debt Financing Agreement of Buyer related to the transactions contemplated by this Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; (hc) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate, and not to assist) any suit, action or proceeding against any Debt Financing Source under this Agreement, any Debt Financing Agreement of Buyer related to the transactions contemplated by this Agreement or the transactions contemplated hereby or thereby; and (d) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, provisions of this Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 ‎Section 11.16 and the definition of “Debt Financing Sources” (and any other provision or definition in provisions of this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition a modification thereof would modify affect the substance of any of the foregoing provisions or definitionsforegoing) may shall not be amended, modified, waived or terminated amended in any way manner materially adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt FinancingSources.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to contrary, the proviso at the end of this paragraph), each Party, Company on behalf of itself, its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoingtheir respective Affiliates, directors, officers, employees, representatives or agents it controls hereby: (a) agrees that all actions, suits, claims or counterclaims, litigation or other proceedings (including any Proceeding involving civil, criminal, administrative, investigative or appellate proceeding) (collectively, the “Legal Proceedings”) by or before a Debt Financing Source arising Governmental Authority (whether at law or equity, in tort, contract or otherwise) that may be based upon, arise out of or relating relate to this Agreement, the any Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the any Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder involving any Debt Financing Sources Related Parties shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding to the exclusive jurisdiction of such court, (b) agrees that any and such Legal Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application York, regardless of the laws that might otherwise govern under applicable principles of another jurisdiction)conflicts of laws, except as otherwise provided in any Debt Commitment Letter, (cb) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Legal Proceeding of any kind by or descriptionbefore a Governmental Authority (whether, whether in at law or in equity, whether in tort, contract or in tort or otherwise) that may be based upon, against any Debt Financing Source in any way arising arise out of or relating relate to this Agreement, the any Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the any Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against any Debt Financing Sources Related Party or their Representatives in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (c) agrees that service of process upon the Company, its Subsidiaries and each of its controlled Affiliates in any such Legal Proceeding by or before a Governmental Authority shall be effective if notice is given in accordance with Section 9.1, (d) irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, the defense of an inconvenient forum to the maintenance of any such Legal Proceeding in any such court, (e) knowingly, intentionally irrevocably and voluntarily unconditionally waives to the fullest extent permitted by applicable Law all rights of any right it may have to a trial by jury in any such Legal Proceeding brought against any Debt Financing Source in any way Sources Related Parties directly or indirectly arising out of of, under or relating to in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that this Agreement may not be enforced against any Debt Financing Sources Related Party or their Representatives and agrees that no Debt Financing Source shall be subject Sources Related Party will have any liability to the Company or any specialof its Subsidiaries or any of their respective controlled Affiliates or Representatives (in each case, consequential, punitive other than Parent and its Subsidiaries) relating to or indirect damages or damages arising out of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunderthereunder (whether, in equity or law, in tort, contract or otherwise) (g) agrees provided that this Agreement may not be enforced notwithstanding the foregoing, nothing herein shall affect the rights of Parent against any Debt Financing Source and agrees that no Debt Financing Source will have any liability Sources with respect to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, or any transactions contemplated thereby or any services thereunder or Parent’s obligation to cause the Debt Financing Sources to fund the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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 (hg) agrees that the Debt Financing Sources are Related Parties will be express third third-party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 8.14 9.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 9.14 and the definition definitions of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may “Debt Financing Sources Related Parties” shall not be amended, modified, waived or terminated amended in any way adverse to the any Debt Financing Sources Related Parties without the prior written consent of the applicable Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financing.Sources. [Signature page follows]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, each Party, on behalf of itself, its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, herebyParties: (a) agrees that any Proceeding involving a Debt Financing Source arising all actions (whether in law or in equity and whether in tort, contract or otherwise) that may be based upon, arise out of or relating relate to this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against the Debt Financing Sources shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, York and any appellate court thereof and each Party irrevocably submits itself and its property with respect to any such Proceeding action to the exclusive jurisdiction of such court, (b) agrees that any and such Proceeding action (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter or in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws law of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law principles that would result in the application of the laws of another jurisdiction)laws, (cb) agrees not to bring or support or permit any Proceeding of its controlled Affiliates to bring or support any kind or description, action (whether in law or in equity, equity and whether in tort, contract or in tort or otherwise) that may be based upon, against any Debt Financing Source in any way arising arise out of or relating relate to this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against any Debt Financing Source in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (dc) irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, the defense of an inconvenient forum to the maintenance of any such Proceeding action in any such court, (ed) knowingly, intentionally irrevocably and voluntarily unconditionally waives to the fullest extent permitted by applicable Law all rights of any right it may have to a trial by jury in any Proceeding action brought against any the Debt Financing Source in any way Sources directly or indirectly arising out of of, under or relating to in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (he) agrees that the Debt Financing Sources are express third third-party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 10.13 and the definition provisions of “Debt Financing Sources” Section 10.1(c), Section 10.10(b), Section 10.11 and Section 10.13 (and any other provision or definition in provisions of this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition a modification thereof would modify affect the substance of any of the foregoing provisions or definitionsforegoing) may not and (f) under no circumstances shall any Party to this Agreement be amended, modified, waived or terminated in any way adverse entitled to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of recovery from any Debt Financing Source any consequential, indirect, punitive, exemplary or special damages arising out of or relating to the Parent transactions contemplated by this Agreement or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financing.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary contrary, each party hereto acknowledges and irrevocably agrees that the entities that have committed to provide or otherwise entered into agreements in connection with the Debt Financing (but subject as defined below), including any commitment letters, joinder agreements, credit agreements (or similar definitive financing documents) relating thereto, together with their respective Affiliates and Representative (collectively, the “Debt Financing Sources”) shall not have any liability or obligations (whether based in contract, tort, fraud, strict liability or otherwise) to the proviso at the end of this paragraph), each Party, on behalf of itselfCompany, its Subsidiaries, its controlled Representatives or the Affiliates and of the foregoing arising out of or relating to this Agreement or any potential debt financing to be provided or arranged by the Debt Financing Sources in connection with this Agreement (the “Debt Financing”). It is also hereby agreed that in no event will the Company, its Subsidiaries, its Representatives or the Affiliates of each the foregoing be entitled to specific performance of any commitment letter or similar agreement entered into by Parent for any Debt Financing against the Debt Financing Sources providing such Debt Financing. Without limitation of the foregoing, hereby: the parties hereto agree (ai) agrees that any Proceeding involving a legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise against any Debt Financing Source arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby Agreement or the performance of any services thereunder hereunder shall be subject to the exclusive jurisdiction of any state or federal or state court sitting in the Borough of Manhattan, Manhattan in the City and State of New York, New York, so long as such forum is and remains availableYork (whether a state or a federal Court), and any appellate court thereof and each Party irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such courtfrom thereof, (bii) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (c) agrees not to bring legal action or support any Proceeding of any kind or descriptionproceeding, whether in at law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source shall be governed by, and construed in any way arising out of or relating to this Agreementaccordance with, the Debt Financing, the Debt Commitment Letter or any laws of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any State of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) irrevocably waives, not to the fullest extent that it may effectively do so, the defense bring or permit any of an inconvenient forum their Affiliates to the maintenance of bring or support anyone else in bringing any such Proceeding legal action in any such other court, (eiv) knowingly, intentionally that each of the parties hereto hereby irrevocably waives any and voluntarily waives all right to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding brought against any Debt Financing Source in any way legal proceeding arising out of or relating related to this Agreement, the Debt Financing, the Debt Commitment Letter Agreement or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or involving any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, Sources and (gv) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (h) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, of this Section 8.14 and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” 10.12 (and any other provision or definition in of this Agreement to the extent an amendment, modificationsupplement, waiver or termination other modification of such provision or definition would modify the substance of any of the foregoing this Section) and this Section 10.12 and such provisions or definitions) may shall not be amended, modified, waived or terminated amended in any way materially adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to Sources. For the Debt Commitment Letter; provided that notwithstanding the foregoingavoidance of doubt, nothing in this Section 8.14 10.12 shall in any way limit or modify the obligations of any Debt Financing Source constitute a financing condition to the Parent or any of its Subsidiaries, or the rights consummation of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financing.Merger. [Remainder of Page Intentionally Left Blank]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, each Partymember of the Parent Group and the Company, on behalf of itself, its Subsidiaries, its and each of their respective Subsidiaries and controlled Affiliates and the Representatives of each of the foregoing, hereby: (a) agrees that any Proceeding Action, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Debt Financing Source Parties, arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or the Debt 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 party hereto irrevocably submits itself and its property with respect to any such Proceeding Action to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) 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 of another jurisdictionState), except as may otherwise be provided in the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing, (c) agrees not to bring or support or permit any Proceeding of its Subsidiaries or controlled Affiliates to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with document relating to the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon any member of the Parent Group, the Company, or their respective Subsidiaries or controlled Affiliates in any such Action or proceeding shall be effective if notice is given in accordance with Section 11.01, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding Action in any such court, (ef) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of law trial by jury in any Proceeding such Action, including any Action brought against any the Debt Financing Source Parties in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with document relating to the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to (i) none of the Partnershipmembers of the Parent Group, any of its Subsidiaries the Company or any of their respective RepresentativesSubsidiaries or controlled Affiliates (in each case, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law other than Buyer or its Subsidiaries) shall have any rights or claims against any Debt Financing SourceParty in any way arising out of or relating to, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into transactions contemplated hereby or thereby or the performance of any services thereunder, whether at law or in connection with equity, in contract, in tort or otherwise and (ii) none of the Debt Financing Parties will have any liability (including by way of consequential, punitive or indirect damages of a tortious nature) to any member of the Parent Group, the Company or any of their respective Subsidiaries or controlled Affiliates or representatives (in each case, other than Buyer or its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, otherwise and (h) agrees that the Debt Financing Sources Parties are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions of this Section 8.14 11.14, and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 such provisions and the definition definitions of “Debt Financing SourcesEntities” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may “Debt Financing Parties” shall not be amended, modified, waived or terminated amended in any way adverse to the Debt Financing Sources Parties without the prior written consent of the Debt Financing Sources party Parties) and (i) Buyer may assign its rights under this Agreement to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt FinancingEntity as collateral security.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, each Party, of the Parties on behalf of itself, its Subsidiaries, itself and each of its controlled Affiliates and the Representatives of each of the foregoing, hereby: (a) agrees that any Proceeding involving a all issues and questions concerning and against the Debt Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter Agreement or any of the agreements debt financing entered into in connection with the transactions contemplated by this Agreement (the “Debt Financing”) or any the definitive agreements relating to the Debt Financing or (the “Definitive Debt Commitment Letter Financing Agreements”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (whether based in contract, tort or otherwise) or the performance thereof, shall be subject to governed by, and construed in accordance with, the exclusive jurisdiction laws of any federal or state court in the Borough State of Manhattan, New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, so long as such forum is and remains available, and any appellate court thereof and each Party irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (c) agrees it will not to bring or support any Proceeding action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any the Debt Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Definitive Debt Financing or the Debt Commitment Letter Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, in any forum other than any federal or state court in the Borough Supreme Court of Manhattan, the State of New York, County of New York, (d) irrevocably waivesor, to if under applicable law exclusive jurisdiction is vested in the fullest extent that it may effectively do sofederal courts, the defense United States District Court for the Southern District of an inconvenient forum to New York (and the maintenance of any such Proceeding in any such courtappellate courts thereof), (ec) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of law trial by jury in any Proceeding legal action (whether in law or in equity, whether in contract or in tort or otherwise) brought against any the Debt Financing Source Sources in any way arising (directly or indirectly) out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Definitive Debt Financing or the Debt Commitment Letter Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (fd) agrees that no none of the Debt Financing Source shall be subject Sources will have any liability to any specialof the Seller, consequentialits Affiliates or their respective directors, punitive officers, employees, agents, partners, managers, members and stockholders relating to or indirect damages or damages arising out of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Definitive Debt Commitment Letter Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, and the Seller, its Affiliates or their respective directors, officers, employees, agents, partners, managers, members and stockholders shall not bring or support any legal action (g) agrees that this Agreement may not be enforced including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any of the Debt Financing Source and agrees that no Debt Financing Source will have Sources relating to or in any liability to the Partnership, any way arising out of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Definitive Debt Financing or the Debt Commitment Letter Agreements 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 (he) agrees (x) that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions in this Section 8.14 13.17 (or the definitions of any terms used in this Section) and (iy) agrees that Sections 7.2, 8.4, 8.15 and 8.13, to the extent any amendments to any provision of this Section 8.14 and 13.17 (or any of the definition of “Debt Financing Sources” (and defined terms used herein or therein or any other provision or definition in of this Agreement to the extent an amendment, a modification, waiver or termination of such defined term or provision or definition would modify the substance of such Section) or, solely as they relate to such Section, the definitions of any of the foregoing provisions or definitionsterms used) may not be amended, modified, waived or terminated in any way are adverse to the Debt Financing Sources Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources party Sources. Notwithstanding anything contained herein to the Debt Commitment Letter; provided that notwithstanding the foregoingcontrary, nothing in this Section 8.14 13.17 shall in any way limit or modify affect a party’s rights and remedies under the obligations of any Debt Definitive Financing Source Agreements to the Parent or any extent they are a party thereto. [The remainder of its Subsidiaries, or this page has been intentionally left blank; the rights of next page is the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financingsignature page.]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of contained in this paragraph)Agreement, each Party, on behalf of itself, its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, herebyparties hereto: (a) agrees that any Proceeding involving a Debt Financing Source arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt 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 irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (c) agrees it will not to bring or support any Proceeding person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Source Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Agreement or any of the transactions contemplated hereby by this Agreement, including, but not limited to, any dispute arising out of or thereby relating in any way to the Debt Commitment Letter or the performance of any services thereunder thereof or the Debt Financing contemplated thereby, in any forum other than any the federal or state court and New York State courts located in the Borough of Manhattan, Manhattan of the City of New York; (b) agrees that, except as specifically set forth in the Debt Commitment Letter, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources in any way relating to the Debt Commitment Letter, the performance thereof or its negotiation, execution, performance or breach or any transaction contemplated hereby or the Debt Financing contemplated thereby, shall be exclusively governed by, and construed in accordance with, the Laws of the State of New York, ; and (dc) hereby irrevocably waives, and unconditionally waives any right such party may have to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding in any such court, (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of a trial by jury in any Proceeding brought against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance respect of any services thereunder, litigation (f) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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) directly or indirectly arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the Debt Financing contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, (hi) agrees Seller and the Precoat Business and their respective representatives, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any rights or claims against any Debt Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the Debt Financing contemplated thereby, whether based on contract, tort or strict liability by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation, or applicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party hereto or another Person (including a claim to enforce the Debt Commitment Letter) or otherwise and (ii) no Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to Seller, the Precoat Business, their respective representatives and their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the Debt Financing contemplated thereby, whether based on contract, tort or strict liability by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party hereto or another Person (including a claim to enforce the Debt Commitment Letter) or otherwise; provided that notwithstanding the foregoing, nothing herein shall affect the rights, claims or remedies of Buyer against the Debt Financing Sources with respect to the Debt Commitment Letter, the Debt Financing or the definitive documentation with respect thereto or any of the transactions contemplated thereby or the performance of services thereunder. Notwithstanding anything to the contrary contained in this Agreement, (i) the Debt Financing Sources are express third intended third-party beneficiaries of, and may enforce, and shall be entitled to rely onthe protections of Section 11.02 (Waiver; Amendment), Section 11.08 (Rights of Third Parties), Section 11.10 (Severability) and this Section 8.14 and 11.16 (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” ) and (ii) each of (x) Section 11.02 (Waiver; Amendment), Section 11.08 (Rights of Third Parties), Section 11.10 (Severability) and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitionsSection 11.16 (Debt Financing Sources) may not be amended, modified, waived or terminated amended in any way a manner adverse to the Debt Financing Sources and (y) any other provision of this Agreement may not be amended in a way that conflicts with this Section 11.16 in a manner adverse to the Debt Financing Sources, in each case, without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding . This Section 11.16 is intended to benefit and may be enforced by Buyer and the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to Sources and shall be binding on all successors and assigns of Seller, the Parent Precoat Business, their respective representatives and their respective Affiliates, directors, officers, employees, agents, partners, managers, members or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financingstockholders.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (contrary, but subject to without affecting the proviso at terms of any agreement in respect of any Financing, Seller and each of the end of this paragraph), each PartyCompanies, on behalf of itself, its Subsidiaries, its itself and each of their respective controlled Affiliates and (but not, for the Representatives avoidance of each of the foregoingdoubt, Buyer) hereby: (a) agrees that any Proceeding suit, action or proceeding involving a the Debt Financing Source Sources arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or Agreement of Buyer related to the Debt Commitment Letter transactions contemplated by this Agreement 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 party hereto irrevocably submits itself and its property with respect to any such Proceeding suit, action or proceeding to the exclusive jurisdiction of such court, ; (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) suit, 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 of another jurisdiction), ; (c) agrees not to bring or support or permit any Proceeding of its controlled Affiliates to bring or support any suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, description against any Debt Financing Source in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or Agreement of Buyer related to the Debt Commitment Letter transactions contemplated by this Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, ; (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding suit, action or proceeding in any such court, ; (e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of law trial by jury in any Proceeding brought against any suit, action or proceeding involving the Debt Financing Source Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or Agreement of Buyer related to the Debt Commitment Letter transactions contemplated by this Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, ; (f) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages none of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source Sources will have any liability to the PartnershipSeller, any of its Subsidiaries Company or any of their respective Representativescontrolled Affiliates or representatives relating to or arising out of this Agreement, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with Agreement of Buyer related to the transactions contemplated by this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; (g) hereby waives any and all claims and causes of action against the Debt Financing Sources relating to or arising out of this Agreement, any Debt Financing Agreement of Buyer related to the transactions contemplated by this Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; (h) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate, and not to assist) any suit, action or proceeding against any Debt Financing Source under this Agreement, any Debt Financing Agreement of Buyer related to the transactions contemplated by this Agreement or the transactions contemplated hereby or thereby; (i) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions of this Section 8.14 ‎Section 11.15; and (ij) agrees that Sections 7.2, 8.4, 8.15 and 8.13, the provisions of this Section 8.14 ‎Section 11.15 and the definition of “Debt Financing Sources” (and any other provision or definition in provisions of this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition a modification thereof would modify affect the substance of any of the foregoing provisions or definitionsforegoing) may shall not be amended, modified, waived or terminated amended in any way manner materially adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt FinancingSources.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, each Party, Seller on behalf of itself, its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, Subsidiaries hereby: (ai) agrees that any Proceeding Action, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Debt Financing Source Sources Related Party, arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the Debt Financing or the Debt 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 party hereto irrevocably submits itself and its property with respect to any such Proceeding Action to the exclusive jurisdiction of such court, (b) agrees that any and such Proceeding Action (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws law of the State of DelawareNew York)) shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (cii) agrees not to bring or support any Proceeding Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) agrees that service of process upon Seller or its Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 10.5, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding Action in any such court, (ev) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding Action brought against any the Debt Financing Source Sources in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (fvi) agrees that no none of the Debt Financing Source shall be subject Sources Related Parties will have any liability to Seller or any specialof its Subsidiaries (in each case, consequential, punitive other than Purchaser and the Company Group and their respective Subsidiaries) relating to or indirect damages or damages arising out of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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 neither Seller nor any of its Subsidiaries will have any rights or claims against any Debt Financing Sources Related Parties hereunder or thereunder (hprovided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Purchaser against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Transaction), and (vii) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 8.14 10.13, Section 5.19, Section 8.2(e), Section 10.2, Section 10.3, Section 10.7 or Section 10.8, and (i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 such provisions and the definition of “Debt Financing Sources” (and any other provision or definition in this Agreement to the extent an amendment, modification, waiver or termination of such provision or definition would modify the substance of any of the foregoing provisions or definitions) may “Debt Financing Sources Related Parties” shall not be amended, modified, amended or waived or terminated in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt FinancingSources.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to the proviso at the end of this paragraph)contrary, each Party, of the Parties on behalf of itself, its Subsidiaries, its controlled Affiliates itself and the Representatives of each of the foregoing, their Affiliates hereby: (a) agrees that any Proceeding involving a all Actions (whether in contract or in tort or otherwise) against the Debt Financing Source Sources arising out of or relating to this Agreement, the Debt Financing, Financing or the Debt Commitment Letter or any of the definitive agreements entered into in connection with providing for the Debt Financing or (collectively, the “Debt Commitment Letter Financing Agreements”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattangoverned by, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with with, the Laws laws of the State of Delaware)) shall be governed by the Laws New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York (without giving effect to or any conflicts of law principles other jurisdiction) that would result in cause the application of the laws of another jurisdiction), any jurisdiction other than the State of New York except as otherwise provided in any Debt Financing Agreement; (cb) agrees that it will not to bring or support any Proceeding of any kind or description, whether in law or in equity, Action (whether in contract or in tort or otherwise, ) against any the Debt Financing Source in any way Sources arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in (i) the Borough Supreme Court of Manhattan, the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and the appellate courts thereof), or (ii) as otherwise provided in any Debt Financing Agreement; (c) agrees that service of process delivered in accordance with Section 9.01 shall be effective service of process against it for any such Action brought in any such court; (d) irrevocably agrees to waive and hereby waives, to the fullest extent that permitted by applicable Law, any objection which it may effectively do sonow or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of of, any such Proceeding Action in any such court, ; (e) knowingly, intentionally and voluntarily waives any right to the fullest extent permitted by applicable Law all rights of law to trial by jury in with respect to any Proceeding brought against any such Action; (f) agrees that none of the Debt Financing Source Sources will have any liability to any of Seller Parent and its Affiliates (including, prior to the Closing, the Business Companies) or their respective directors, officers, employees, agents, partners, managers, advisors, members and stockholders, and none of Seller Parent or its Affiliates (excluding, following the Closing, the Business Companies and any other obligor and security provider under the Debt Financing Agreements) will have any liability to any of the Debt Financing Sources or their respective directors, officers, employees, agents, partners, managers, advisors, members and stockholders, in any way each case, relating to or arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, none of the Seller Parent and its Affiliates (fincluding, prior to the Closing, the Business Companies) agrees that no and their respective directors, officers, employees, agents, partners, managers, advisors, members and stockholders shall bring or support any Action (whether in contract or in tort or otherwise) against any of the Debt Financing Source Sources, and none of the Debt Financing Sources and their respective directors, officers, employees, agents, partners, managers, advisors, members and stockholders shall be subject bring or support any Action (whether in contract or in tort or otherwise) against the Seller Parent or any of its Affiliates (excluding, following the Closing, the Business Companies and any other obligor and security provider under the Debt Financing Agreements), in each case, relating to any special, consequential, punitive or indirect damages or damages arising out of a tortious nature in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, ; and (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, (hx) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, any of the provisions in this Section 8.14 9.19 (or any of the defined terms used in this Section 9.19) and (iy) agrees that Sections 7.2, 8.4, 8.15 and 8.13, to the extent any amendments to any provision of this Section 8.14 and 9.19 (or any of the definition of “Debt Financing Sources” (and defined terms used in this Section 9.19 or any other provision or definition in of this Agreement to the extent an amendment, a modification, waiver or termination of such defined term or provision or definition would modify the substance of any of the foregoing provisions this Section 9.19 or definitionssuch defined terms) may not be amended, modified, waived or terminated in any way are adverse to the Debt Financing Sources Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources party Sources. Notwithstanding anything contained herein to the Debt Commitment Letter; provided that notwithstanding the foregoingcontrary, nothing in this Section 8.14 9.19 shall in any way limit or modify affect a party’s rights and remedies against the obligations of any Debt Financing Source to the Parent Sources or any of Buyer or its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any Debt Financing Source, in each case Affiliates under the Debt Commitment Letter or Financing Agreements to the definitive agreements executed extent they are a party thereto.” (mmm) Clause (xi) on Annex B of the Agreement is hereby amended and restated in connection with the Debt Financing.its entirety as follows:

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but subject to contrary, the proviso at the end of this paragraph), each PartyCompany, on behalf of itself, itself and its Subsidiaries, its controlled Affiliates and the Representatives of each of the foregoing, hereby: (ai) agrees that any Proceeding Action, whether in law or in equity, whether in contract or in tort or otherwise, involving a any Debt Financing Source Sources Related Party and arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the agreements entered into in connection with the Debt Financing or the Debt 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 party hereto irrevocably submits itself and its property with respect to any such Proceeding Action to the exclusive jurisdiction of such court, (b) agrees that any and such Proceeding Action (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws law of the State of Delaware)) shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (cii) agrees not to bring or support any Proceeding Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) agrees that service of process upon the Company or its Subsidiaries in any such Action shall be effective if notice is given in accordance with Section 9.06, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such Proceeding Action in any such court, (ev) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Proceeding Action brought against any Debt Financing Source Sources Related Party in any way arising out of or relating to to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (fvi) agrees that no Debt Financing Source Sources Related Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature nature, (vii) agrees that no Debt Financing Sources Related Party will have any liability to the Company or its Affiliates in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Debt Financing Source will have any liability to the Partnership, any of its Subsidiaries or any of their respective Representatives, and hereby knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Debt Financing or 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, otherwise (hprovided that nothing in this Section 9.16 shall in any way limit or modify (a) any Debt Financing Source’s obligations to Parent or any Affiliate under the Debt Commitment Letter or (b) the rights of the Company and its Subsidiaries under any debt commitment letter or any definitive agreements relating to the Debt Financing executed in connection with the Debt Financing to the extent the Company and/or its Affiliates are party thereto) and (viii) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, the foregoing agreements in this Section 8.14 9.16 and (i‎Section 8.02(e)(i) agrees that Sections 7.2, 8.4, 8.15 and 8.13, this Section 8.14 and the definition of “Debt Financing Sources” such provisions (and any other provision or definition in of this Agreement to the extent an amendment, modificationsupplement, waiver or termination other modification of such provision or definition would modify the substance of any of the foregoing provisions or definitionsthis Section) may shall not be amended, modified, waived or terminated amended in any way materially adverse to the any Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the obligations of any Debt Financing Source to the Parent or any of its Subsidiaries, or the rights of the Parent or any its Subsidiaries against any each related Debt Financing Source, in each case under the Debt Commitment Letter or the definitive agreements executed in connection with the Debt Financing.