Common use of Debt Financing Sources Clause in Contracts

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties on behalf of itself and each of its Affiliates hereby: (i) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby 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; (ii) agrees that any such Proceeding shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws of another state); (iii) 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, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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; (iv) agrees that service of process upon such Party in any such Proceeding shall be effective if notice is given in accordance with Section 10.10; (v) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court; (vi)

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, but subject to the proviso to this Section 10.12, each of the Parties Liberty, on behalf of itself 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 Affiliates Subsidiaries, hereby: (i) agrees that any ProceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing Sources, Source Related Party and arising out of or relating to, this Agreement, the Debt Financing or the Alternative Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or the 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; , and such Action (iiexcept to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the 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 of the State of Delaware) agrees that any such Proceeding 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 laws of another statejurisdiction); , (iiiii) agrees not to bring or support bring, or permit any of its Affiliates their respective successors, heirs or representatives, any of other Liberty Related Party to bring 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, this Agreement, the Debt Financing, Financing or the Debt Commitment Letter, any Definitive Debt Alternative Financing Agreement 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; , (iviii) agrees that service of process upon such Liberty’s or its Subsidiaries or any other Liberty Related Party in 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 shall be effective if notice is given in accordance with Section 10.10; 10.8, (viv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, involving any Debt Financing Source Related Party in any way arising out of or relating to, this Agreement, the Financing or the Alternative Financing or any of the transactions contemplated by this Agreement and the Transaction Agreements or thereby, or the performance of any services thereunder in any such court; , (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law all rights of trial by jury in any Action brought against 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, (vi) agrees that no Debt Financing Source Related Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature related to any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, involing any Debt Financing Source Related Party in any way arising out of or relating to, this Agreement, the Financing or the Alternative Financing or any of the transactions contemplated by this Agreement and the Transaction Agreements or thereby, or the performance of any services thereunder, (vii) agrees that no Debt Financing Source Related Party will have any liability (including any special, consequential, punitive or indirect damages) to Liberty or its Affiliates or any other Liberty Related Party in connection with this Agreement, the Financing or the Alternative Financing or any of the agreements entered into in connection with the Financing or the Alternative Financing or any of the transactions contemplated by this Agreement and the Transaction Agreements or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (in each case, other SiriusXM and its Subsidiaries), and hereby waives any rights or claims against any Debt Financing Source Related Party, in each case, relating to or arising out of this Agreement, the Financing or the Alternative Financing, the Debt Commitment Letter, any of the agreements entered into in connection with the Financing or the Alternative Financing or any of the transactions contemplated by this Agreement and the Transaction Agreements or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights and/or claims of 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), (viii) agrees that SiriusXM may assign its rights and obligations hereunder (while remaining liable for its obligations hereunder) to the Debt Financing Sources pursuant to the terms of the Financing or the Alternative Financing for purposes of creating a security interest herein or otherwise assigning as collateral in respect of the Financing or the Alternative Financing and (ix) agrees that the Debt Financing Source Related Parties are express third party beneficiaries of, and may enforce, the foregoing agreements in this Section 10.12 and such provisions (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of this Section 10.12) shall not be amended in any way materially adverse to any Debt Financing Source Related Parties without the prior written consent of any Debt Financing Source; provided that nothing in this Section 10.12 shall in any way limit or modify any Debt Financing Source’s obligations to SiriusXM under the Debt Commitment Letter or any other agreement relating to the Financing or the Alternative Financing.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Company on behalf of itself and each of its Affiliates Subsidiaries hereby: (i) agrees that any Proceeding, whether in law Law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing SourcesSources Related Party, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing 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; , and such action (iiexcept to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Law of the State of Delaware)) agrees that any such Proceeding 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 of another statejurisdiction); , (iiiii) agrees not to bring or support or permit any of its Affiliates 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, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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; , (iviii) agrees that service of process upon such Party the Company or its Subsidiaries in any such action or Proceeding shall be effective if notice is given in accordance with Section 10.10; 9.4, (viv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding action in any such court; , (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (vi) agrees that none of the Debt Financing Sources Related Parties will have any liability to the Company or any of its Subsidiaries (in each case, other than the Surviving Corporation and its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in Law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent 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 (vii) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 9.17 or in Section 8.2(g), Section 9.2, Section 9.3, and Section 9.7 and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended, modified or waived in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources Related Parties.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Company on behalf of itself itself, its Subsidiaries and each of its controlled Affiliates hereby: (i) agrees that any ProceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing 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, this Agreement, the any Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; , (ii) agrees that any such Proceeding Action shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws laws of another state); , except as otherwise provided in any applicable definitive document relating to the Debt Financing, (iii) agrees not to bring or support or permit any of its controlled Affiliates 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, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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; , (iv) agrees that service of process upon such Party the Company, its Subsidiaries or its controlled Affiliates in any such Proceeding Action or proceeding shall be effective if notice is given in accordance with Section 10.10; clause 27, (v) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court; , (vi)) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Debt Financing Sources, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, in any way arising out of or relating to, this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (vii) agrees that none of the Debt Financing Sources, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, will have any liability to the Company or any of its Subsidiaries or any of their respective controlled Affiliates or Representatives (in each case, other than the 106 / 107 Buyer, its Subsidiaries and any of their Affiliates) relating to or arising out of this Agreement, the Debt Financing 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 (viii) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this clause 31 and that such provisions and the definition of "Debt Financing Sources" shall not be amended in any way adverse to the Debt Financing Sources without the prior written consent of the Primary Debt Sources.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties party hereto, on behalf of itself itself, its subsidiaries and each of its Affiliates hereby: controlled affiliates, acknowledges and irrevocably agrees (i) agrees that any Proceedinglegal action or proceeding, whether in at law or in equity, whether in contract or in tort or otherwiseotherwise against any source of debt financing in connection with a Financing Transaction (such person, involving the together with its affiliates and Representatives, a “Debt Financing Sources, Source”) arising out of or relating to, to this Agreement, the Debt a debt Financing Transaction or any of commitment letter related thereto or the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing 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 court; from thereof, (ii) agrees that any such Proceeding shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws of another state); (iii) agrees not to bring legal action or support or permit any of its Affiliates to bring 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 accordance with, the laws of the State of New York, (iii) not to bring or permit any of their affiliates to bring or support anyone else in bringing any such legal action in any way other court, (iv) that the provisions of Section 9.9 shall apply to any such legal action and (v) that the Debt Financing Sources are express third party beneficiaries of this Section 9.14. Amedisys, on behalf of itself and any 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, to this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement or any of the transactions contemplated debt financing. It is also hereby agreed that in no event will Amedisys or thereby its subsidiaries, Representatives or the affiliates thereof be entitled to specific performance of any services thereunder 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 9.14 may not be amended, modified or supplemented in any forum other than manner adverse to a Debt Financing Source without the prior written consent of each related Debt Financing Source. For the avoidance of doubt, nothing in this Section 9.14 shall limit the rights of OPCH or Merger Sub (or, after the Closing, the Surviving Corporation or any federal of its subsidiaries) against the Debt Financing Sources under any debt commitment letter or state court in the Borough of Manhattanagreements, New Yorkif any, New York; (iv) agrees that service of process upon such Party in pertaining to any such Proceeding shall be effective if notice is given in accordance with Section 10.10; (v) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court; (vi)debt financing.

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

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrarycontrary (but in all cases subject to and without in any way limiting the rights, remedies and claims of Parent and its Affiliates under or pursuant any agreement entered into with respect to the Debt Financing), each of the Parties parties to this Agreement on behalf of itself and each of its Affiliates controlled affiliates hereby: (ia) agrees that any Proceeding, legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Committed Financing Sources, arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; (ii) court and agrees that any such Proceeding dispute shall be governed by by, and construed in accordance with, the Laws of the State of New York (provided, however, that notwithstanding the 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 “specified acquisition agreement representation” (as such term or similar term may be defined in 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 (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, 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 stateany other jurisdiction); , (iiib) agrees not to bring or support or permit any of its Affiliates controlled affiliates to bring or support any Proceeding 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, to this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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 ManhattanSubject Court, New York, New York; (iv) 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; (vc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding action in any such court; Subject Court, (vi)d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable legal requirements trial by jury in any legal action brought against the Committed Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (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 Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, 106 in any legal action involving any Committed Financing Source or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (x) that the Committed Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 9.14 (and the definitions of any terms used in this Section 9.14) and (y) to the extent any amendments to any provision of this Section 9.14 (or, solely as they relate to such Section, the definitions of any terms used in this Section 9.14) are materially adverse to the Committed Financing Sources, such provisions shall not be amended without the prior written consent of the Committed Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 9.14 shall in any way affect any party’s or any of their respective affiliates’ rights and remedies under any binding agreement between a Committed Financing Source and such party. [Signature Page Follows] 107

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrarycontrary (but in all cases subject to and without in any way limiting the rights, remedies and claims of Parent and its Affiliates under or pursuant any agreement entered into with respect to the Debt Financing), each of the Parties parties to this Agreement on behalf of itself and each of its Affiliates controlled affiliates hereby: (ia) agrees that any Proceeding, legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Committed Financing Sources, arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; (ii) court and agrees that any such Proceeding dispute shall be governed by by, and construed in accordance with, the Laws of the State of New York (provided, however, that notwithstanding the 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 “specified acquisition agreement representation” (as such term or similar term may be defined in 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 (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, 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 stateany other jurisdiction); , (iiib) agrees not to bring or support or permit any of its Affiliates controlled affiliates to bring or support any Proceeding 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, to this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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 ManhattanSubject Court, New York, New York; (iv) 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; (vc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding action in any such court; Subject Court, (vi)d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable legal requirements trial by jury in any legal action brought against the Committed Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (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 Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Committed Financing Source or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (x) that the Committed Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 9.14 (and the definitions of any terms used in this Section 9.14) and (y) to the extent any amendments to any provision of this Section 9.14 (or, solely as they relate to such Section, the definitions of any terms used in this Section 9.14) are materially adverse to the Committed Financing Sources, such provisions shall not be amended without the prior written consent of the Committed Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 9.14 shall in any way affect any party’s or any of their respective affiliates’ rights and remedies under any binding agreement between a Committed Financing Source and such party. [Signature Page Follows]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Company on behalf of itself and each of its Affiliates subsidiaries hereby: (i) agrees that any ProceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing SourcesSources Related Parties, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions Transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Proceeding Action to the exclusive jurisdiction of such court; , and such Action (iiexcept to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) agrees that any such Proceeding shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws laws of another statejurisdiction); , (iiiii) agrees not to bring or support or permit any of its Affiliates 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, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement or any of the transactions Transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York; , (iviii) agrees that service of process upon such Party the Company or its subsidiaries in any such Proceeding Action or proceeding shall be effective if notice is given in accordance with Section 10.10; 9.4, (viv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court; , (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions contemplated hereby or thereby or the performance of any services thereunder (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated thereby or the any services thereunder), and (vi)) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 9.17 and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties parties on behalf of itself and each of its Affiliates hereby: (ia) agrees that any Proceeding, legal action (whether in law Law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing Sources, arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements (including Financing, the Debt Commitment Letter) entered into in connection with the Debt Financing 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; (ii) Subject Courts and agrees that any such Proceeding dispute shall be governed by by, and construed in accordance with, the Laws of the State of New York York, except as otherwise set forth in the Debt Commitment Letter with respect 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 “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 Buyer or any of its Affiliates has the 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 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 choice or conflict of law principles Law provision or rule that would result in cause the application of the Laws of another state); any other jurisdiction, (iiib) agrees not to bring or support or permit any of its Affiliates to bring or support any Proceeding 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, to this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement 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 ManhattanSubject Court, New York, New York; (iv) 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; (vc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding legal action in any such courtSubject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (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 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 (vior 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.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Company, on behalf of itself and each of its Affiliates Subsidiaries and controlled Affiliates, hereby: (i) agrees that any ProceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the by or against any Debt Financing SourcesRelated Party, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; , and such Action (iiexcept to the extent relating to the interpretation of any provisions in this Agreement) agrees that any such Proceeding shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws laws of another statejurisdiction); , (iiiii) agrees not to bring or support or permit any of its Affiliates 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, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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; , (iviii) agrees that service of process upon such Party the Company in any such Proceeding Action shall be effective if notice is given in accordance with Section 10.10; 10.02, (viv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court; , (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (vi) agrees that none of the Debt Financing Related Parties will have any liability to the Company (in each case, other than the Parent Related Parties) relating to or arising out of this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any 77 services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent Related Parties against the Debt Financing Related Parties with respect to the Debt Financing or any of the transactions contemplated hereby or any services thereunder), (vii) agrees that the Debt Financing Related Parties are express third party beneficiaries of, and may enforce, Section 10.06 and this Section 10.16, and (viii) Section 10.06 and this Section 10.16 and the definitions of “Material Adverse Effect”, “Debt Financing Sources” and “Debt Financing Related Parties” shall not be amended, modified or waived (including any definitions in this Agreement to the extent such amendment or waiver would modify any such foregoing Sections or provisions (including for the avoidance of doubt the definition of “Material Adverse Effect”)) in any way materially adverse to the Debt Financing Related Parties without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent Related Parties against the Debt Financing Related Parties with respect to the Debt Financing or any of the transactions contemplated hereby or any services thereunder. [Signature Page Follows]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, but without affecting the terms of any agreement in respect of any Financing, Seller and each of the Parties Companies, on behalf of itself and each of its their respective controlled Affiliates (but not, for the avoidance of doubt, Buyer) hereby: (ia) agrees that any Proceedingsuit, whether in law action or in equity, whether in contract or in tort or otherwise, proceeding involving the Debt Financing Sources, Sources arising out of or relating to, to this Agreement, the any Debt Financing or any Agreement of Buyer related to the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing 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; (iib) agrees that any such Proceeding 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 laws of another statejurisdiction); (iiic) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Proceeding 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, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive 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 in any forum other than any federal or state court in the Borough of Manhattan, New York, New York; (iv) 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; (vd) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding suit, action or proceeding in any such court; (vi)e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any suit, action or proceeding involving the Debt Financing Sources in any way arising out of or relating to, 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; (f) agrees that none of the Debt Financing Sources will have any liability to Seller, any Company or any of their respective controlled Affiliates or representatives relating to or arising out of this Agreement, any Debt Financing Agreement of Buyer related to the transactions contemplated by this Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; (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, any of the provisions of this ‎Section 11.15; and (j) agrees that the provisions of this ‎Section 11.15 and the definition of “Debt Financing Sources” (and any other provisions of this Agreement to the extent a modification thereof would affect the substance of any of the foregoing) shall not be amended in any manner materially adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Company, on behalf of itself and each of its Affiliates Subsidiaries, hereby: (i) agrees that any ProceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing Sources, Sources Related Party and arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; , and such Action (iiexcept to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) agrees that any such Proceeding shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws laws of another statejurisdiction); , (iiiii) agrees not to bring or support or permit any of its Affiliates 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, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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; , (iviii) agrees that service of process upon such Party the Company or its Subsidiaries in any such Proceeding Action shall be effective if notice is given in accordance with Section 10.10; 9.06, (viv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court; , (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Action brought against any Debt Financing Sources Related Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (vi)) agrees that no Debt Financing Sources Related Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature, (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 or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that nothing in this Section 9.16 shall in any way limit or modify (a) any Debt Financing Source’s obligations to Parent or any Affiliate under the Debt Commitment Letter or (b) the rights of the Company and its Subsidiaries under any debt commitment letter or any definitive agreements relating to the Debt Financing executed in connection with the Debt Financing to the extent the Company and/or its Affiliates are party thereto) and (viii) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, the foregoing agreements in this Section 9.16 and Section 8.02(e)(i) and such provisions (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of this Section) shall not be amended in any way materially adverse to any Debt Financing Sources Related Parties without the prior written consent of each related Debt Financing Source.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties parties on behalf of itself and each of its Affiliates hereby: (ia) agrees that any Proceeding, legal action (whether in law Law or in equity, whether in contract Contract or in tort or otherwise), involving the any Debt Financing SourcesSource Related Party, arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; (ii) Subject Courts and agrees that any such Proceeding dispute shall be governed by by, and construed in accordance with, the Laws of the State of New York York, except as otherwise set forth in any commitment letter in respect of such Debt Financing with respect to (i) the determination of the accuracy of any “specified acquisition agreement representation” (as such term or similar term is defined in such commitment letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to Section 8.1(b)(iii) or decline to consummate the Closing as a result thereof pursuant to Section 7.2(a) and (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, 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 of another state); any other jurisdiction, (iiib) agrees not to bring or support or permit any of its Affiliates to bring or support any Proceeding legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law Law or in equity, whether in contract Contract or in tort or otherwise), against any Debt Financing Source Related Party in any way arising out of or relating to, to this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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 ManhattanSubject Court, New York, New York; (iv) 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; (vc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding legal action in any such court; Subject Court, (vid) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against any Debt Financing Source Related Party in any way arising out of or relating to this Agreement, any Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that no Debt Financing Source Related Party will have any liability to any of the Company, the Company’s Subsidiaries or their respective shareholders or Affiliates relating to or arising out of this Agreement, any Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company, the Company’s Subsidiaries or any of their respective Affiliates or shareholders shall bring or support any legal action (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 Related Source 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) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Source Related Party or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that any Debt Financing Source Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Section 9.15 (or the definitions of any terms used in this Section 9.15) and (ii) to the extent any amendments to any provision of this Section 9.15 (or, solely as they relate to such Section, the definitions of any terms used in this Section 9.15) are materially adverse to any Debt Financing Source Related Party, such provisions shall not be amended without the prior written consent of each applicable Debt Financing Source. Notwithstanding anything contained herein to the contrary, nothing in this Section 9.15 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties party hereto, on behalf of itself itself, its Subsidiaries and each of its Affiliates hereby: (ia) agrees that any Proceedingproceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment LetterCredit Agreement) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court (i) New York State Court sitting in the County of New York or (ii) the United States District Court for the Southern District of New York (Borough of Manhattan, 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; , (iib) agrees that any such Proceeding proceeding shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws laws of another state); , except as otherwise provided in the Credit Agreement or other applicable definitive document relating to the Debt Financing, (iiic) agrees not to bring or support or permit any of its Affiliates Affiliates, security holders, shareholders, managers, members, officers, directors, employees, agents, advisors, other Representatives and successors or assigns to bring or support any Proceeding 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, any Definitive Debt Financing Credit 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 (i) New York State Court sitting in the County of New York or (ii) the United States District Court for the Southern District of New York (Borough of Manhattan), New York, New York; (ivd) agrees that service of process upon such Party any party hereto or its Affiliates in any such Proceeding proceeding shall be effective if notice is given in accordance with Section 10.10; 8.7, (ve) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding proceeding in any such court; , (vif) knowingly, voluntarily and intentionally waives the right any may have to a trial by jury in respect to any litigation based hereon (including any litigation involving the Debt Financing Sources under the Debt Financing), or arising out of, under, or in connection with this Agreement and any agreement contemplated or to be executed in connection therewith, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party in connection with such agreements, (g) agrees that none of the Debt Financing Sources will have any liability to any party hereto or any of its Subsidiaries or any of their respective Affiliates or Representatives (in each case, other than Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, the Credit Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (h) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Section 8.15(a), and that such provisions shall not be amended in any way materially adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Credit Agreement that have consent rights over amendments to this Agreement. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall in any way limit or modify the rights of Parent, Merger Sub and their respective Affiliates, or the obligations of the Debt Financing Sources, under the Credit Agreement.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties parties hereto, on behalf of itself and each of its Affiliates Subsidiaries and affiliates, hereby: (ia) agrees that any Proceedingaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, Sources arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection herewith or with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, York and any appellate court thereof and each Party such party irrevocably submits itself and its property with respect to any such Proceeding action to the exclusive jurisdiction of such court; (ii) agrees that any , and such Proceeding 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 statejurisdiction); , (iiib) agrees not to bring or support or permit any of its Affiliates 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, any Definitive Debt Financing 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; , (ivc) agrees that service of process upon such Party any party hereto or any of their Subsidiaries or affiliates in any such Proceeding action or proceeding shall be effective if notice is given in accordance with Section 10.10; 8.3, (vd) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding action in any such court; , (vie) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any action brought against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that none of the Debt Financing Sources will have any liability relating to or arising out of this Agreement, the Debt Commitment Letter, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, and, in furtherance of the foregoing, each of the parties hereto agrees not to, and to cause its respective officers, directors, employees, attorneys, advisors, auditors, representatives and other agents not to, (x) seek to enforce this Agreement, the Debt Commitment Letter, or the definitive documents with respect to the Debt Financing against, make any claims for breach of any of the foregoing against, or seek to recover monetary damages from, any Debt Financing Source in connection with any of the foregoing or (y) seek to enforce any Debt Financing commitments against, make any claims for breach of the Debt Financing commitments of any Debt Financing Source against, or seek to recover monetary damages from, or otherwise sxx, any Debt Financing Source in connection with this Agreement, the Debt Commitment Letter, or the definitive documents with respect to the Debt Financing and the obligations of the Debt Financing Sources thereunder (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent Entities and its Subsidiaries against the Debt Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby), (g) without limiting the generality of the foregoing clause (f), agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature and (h) agrees that the Debt Financing Sources are express third-party beneficiaries of, and may enforce, any of the provisions (collectively, "Debt Financing Sources Protective Provisions") in Section 7.2 (to the extent such section applies to the Debt Financing Sources), Section 7.3(e) (to the extent such section applies to the Debt Financing Sources) and this Section 8.12 and such provisions and the definition of "Debt Financing Sources" shall not be amended in any way material and adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties The parties hereby agree (on behalf of itself themselves, their respective Affiliates and each of its Affiliates hereby: their respective Advisors) that (ia) agrees that no Debt Financing Source Related Party shall have any Proceedingliability (whether in contract or in tort, whether in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 10.22 shall limit the liability or obligations of the Debt Financing Sources to Buyer or any Affiliate thereof under the Debt Commitment Letter), (b) any claim, suit, action or proceeding of any kind or description (whether at law, in contract or equity, in contract, in tort or otherwise, ) involving the any Debt Financing Sources, Source Related Party arising out of or relating to, to the transactions contemplated pursuant to this Agreement, the Debt Financing or any of the agreements (including Financing, the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby Letter or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any a state or federal or state court sitting in the Borough County of Manhattan, New York, New York, so long as such forum is and remains available(c) any interpretation of the Debt Commitment Letter will be governed by, and any appellate court thereof construed and each Party irrevocably submits itself and its property with respect to any such Proceeding to interpreted in accordance with, the exclusive jurisdiction of such court; (ii) agrees that any such Proceeding shall be governed by the Laws laws of the State of New York York, except to the extent relating to the interpretation of any provisions in this Agreement (without giving effect to including any conflicts of law principles that would result provision in the application Debt Commitment Letter or in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the Laws State of another statethe Delaware); , (iiid) agrees not to (i) no party hereto will bring or support or permit any of its Affiliates to bring (or support any Proceeding of party in bringing) any kind such claim, suit action or descriptionproceeding in any court other than a court specified in immediately preceding clause (b), whether in law (ii) the Seller Group shall not have any rights or in equity, whether in contract or in tort or otherwise, claims 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, any Definitive Debt Financing Agreement or any of the transactions contemplated hereby by this Agreement, or thereby in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and (iii) no Debt Financing Source Related Party shall have any liability (whether in contract, in tort or otherwise) to the Seller Group for any obligations or liabilities of any services thereunder 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 forum other than any federal way to the Debt Financing or state court the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise, (e) the Borough waiver of Manhattan, New York, New York; (iv) agrees that service of process upon such Party rights to trial by jury set forth in Section 10.18 applies to any such Proceeding claim, suit, action or proceeding, (f) only Buyer and the other parties to the Debt Commitment Letter shall be permitted to bring any claim against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Commitment Letter, (g) no amendment or waiver of the conditions set forth in Section 7.02 and Section 7.03, or this Section 10.22 (and in each case any related defined terms or provisions of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of any of such sections) that is materially adverse to any Debt Financing Source Related Party shall be effective if notice is given in accordance with Section 10.10; (v) irrevocably waives, without the prior written consent of the Lenders that have consent rights over amendments to this Agreement pursuant to the fullest extent that it Debt Commitment Letter and (h) the Debt Financing Source Related Parties are express and intended third party beneficiaries of, and may effectively do soenforce any of the provisions of, this Section 10.22. Notwithstanding anything herein, in no event shall any member of the defense Seller Group be entitled to or cause the Buyer to seek the remedy of an inconvenient forum specific performance of this Agreement against any Debt Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing. For purposes of this Section 10.22, "Debt Financing Source Related Parties" means the Debt Financing Sources, together with their respective Affiliates and their and their respective Affiliates' current, former or future officers, directors, employees, partners, trustees, shareholders, equityholders, managers, members, limited partners, controlling persons, agents, and Advisors of each of them and the successors and assigns of the foregoing Persons. This Section 10.22 shall, with respect to the maintenance matters referenced herein, supersede any provision of such Proceeding this Agreement to the contrary. Notwithstanding the foregoing, nothing in this Section 10.22 shall limit the liability or obligations of the Debt Financing Sources to Buyer or any such court; (vi)Affiliate thereof under the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Seller on behalf of itself and each of itself, its Affiliates Subsidiaries hereby: (i) agrees that any ProceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing SourcesSources Related Party, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; , and such Action (iiexcept to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of New York)) agrees that any such Proceeding shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws laws of another statejurisdiction); , (iiiii) agrees not to bring or support or permit any of its Affiliates 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, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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; , (iviii) agrees that service of process upon such Party Seller or its Subsidiaries in any such Proceeding Action or proceeding shall be effective if notice is given in accordance with Section 10.10; 10.5, (viv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court; , (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (vi) agrees that none of the Debt Financing Sources Related Parties will have any liability to Seller or any of its Subsidiaries (in each case, other than Purchaser and the Company Group and their respective Subsidiaries) relating to or arising out of this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, and neither Seller nor any of its Subsidiaries will have any rights or claims against any Debt Financing Sources Related Parties hereunder or thereunder (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of 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, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.13, Section 5.19, Section 8.2(e), Section 10.2, Section 10.3, Section 10.7 or Section 10.8, and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended or waived in any way material and adverse to the Debt Financing Sources Related Parties without the prior written consent of the Debt Financing Sources.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Company and Parent, on behalf of itself themselves and each of its Affiliates their Subsidiaries, hereby: (i) agrees (x) agree that any Proceedingaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing SourcesSources Related Party, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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 (y) irrevocably submits itself and its property with respect to any such Proceeding action to the exclusive jurisdiction of such court; , and such action (iiexcept to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of New York)) agrees that any such Proceeding shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws laws of another statejurisdiction); , (iiiii) agrees agree not to bring or support support, or permit any of its their Affiliates 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, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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; , (iviii) agrees agree that service of process upon such Party the Company or Parent, or any of their Subsidiaries in any such Proceeding action or proceeding shall be effective if notice is given in accordance with Section 10.10; 11.01, (viv) irrevocably waiveswaive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding action in any such court; , (v) waive, to the fullest extent permitted by applicable law, all rights of trial by jury in any action brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (vi)) agree that no Debt Financing Sources Related Party will have any liability to the Company or any of its Subsidiaries in connection with this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated hereby or any services thereunder) and (vii) agree that (x) the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, the foregoing agreements in Section 11.04(b) (solely to the extent that it relates to the Debt Financing Sources) and this Section 11.14 and (y) such provisions (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of this Section 11.14) shall not be amended in any way materially adverse to any Debt Financing Source Related Parties without the prior written consent of each related Debt Financing Source. This Section 11.14 will, with respect to the matters referenced herein, supersede any provisions of this Agreement to the contrary. The provisions of this Section 11.14 will survive any termination of this Agreement. [The remainder of this page has been intentionally left blank; the next page is the signature page.]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Seller, on behalf of itself and each of its Affiliates Subsidiaries, hereby: (i) agrees that any Proceedingaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing SourcesSource, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; (ii) agrees that any , and such Proceeding 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 statejurisdiction); , (iiiii) agrees not to bring or support or permit any of its Affiliates 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, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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; , (iviii) agrees that service of process upon such Party each Seller or its Subsidiaries in any such Proceeding action or proceeding shall be effective if notice is given in accordance with Section 10.10; 9.2, (viv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding action in any such court; , (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (vi) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature, (vii) agrees that no Debt Financing Source will have any liability to any Seller or any of its Subsidiaries in connection with this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Buyer against the Debt Financing Sources with respect to the Debt Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, the provisions in Section 8.2 (Effect of Termination), Section 9.3 (Amendment; Waiver), Section 9.10 (Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury), Section 9.14 (Specific Performance) or this Section 9.18 that in each case reflect the foregoing agreements set forth in this Section 9.18 (or any other provision of this Agreement to the extent modification, amendment or waiver of such provision would modify the substance of the foregoing as it applies to any Debt Financing Source or Debt Financing), and such provisions and the definitions of “Debt Financing Sources” and “Debt Financing Sources Related Parties” (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) shall not be amended in any way materially adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources. For purposes of this Section 9.18 (other than with respect to the parties that have a consent right over adverse amendments, supplements, waivers, or other modifications to this Agreement), “Debt Financing Sources” includes all Debt Financing Sources Related Parties.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties parties on behalf of itself and each of its Affiliates hereby: (ia) agrees that any Proceeding, legal action (whether in law at Law or in equity, whether in contract Contract or in tort or otherwise), involving the Debt Financing Sources, arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; (ii) Subject Courts and agrees that any such Proceeding dispute shall be governed by by, and construed in accordance with, the Laws of the State of New York York, except as otherwise set forth in the Debt Financing documentation with respect 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 “specified acquisition agreement representation” (as such term or similar term is defined in the Debt Financing documentation) and whether as a result of any inaccuracy thereof the Buyer or any of 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, 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 of another state); any other jurisdiction, (iiib) agrees not to bring or support or permit any of its Affiliates to bring or support any Proceeding 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, to this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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 ManhattanSubject Court, New York, New York; (iv) 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; (vc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding legal action in any such court; Subject Court, (vid) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing, or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (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 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 not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Source or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 10.22 (or the definitions 84 of any terms used in this Section 10.22) and (ii) to the extent any amendments to any provision of this Section 10.22 (or, solely as they relate to such Section, the definitions of any terms used in this Section 10.22) are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 10.22 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Company, on behalf of itself and its Subsidiaries and controlled Affiliates, and each of its Affiliates herebyother party hereto: (i) agrees that any Legal Proceeding, whether in law Law or in equity, whether in contract Contract or in tort or otherwise, involving the by or against any Debt Financing SourcesRelated Party, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; , and such Legal Proceeding (iiexcept to the extent relating to the interpretation of any provisions in this Agreement) agrees that any such Proceeding shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws laws of another statejurisdiction); , (iiiii) agrees not to bring or support or permit any of its Affiliates 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, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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; , (iviii) agrees that service of process upon such Party the Company in any such Legal Proceeding shall be effective if notice is given in accordance with Section 10.10; 9.2, (viv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Legal Proceeding in any such court; , (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Legal Proceeding brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (vi) agrees that none of the Debt Financing Related Parties will have any liability or obligations to the Company, the Subsidiaries of the Company, the Representatives and the Affiliates and representatives of the foregoing (in each case, other than the Parent Related Parties) relating to or arising out of this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in Law or in equity, whether in Contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent Related Parties against the Debt Financing Related Parties with respect to the Debt Financing or any of the transactions contemplated hereby or any services thereunder), (vii) agrees that the Debt Financing Related Parties are express third party beneficiaries of, and may enforce, Section 6.5(d)(i) (it being understood and agreed, for the avoidance of doubt, that the foregoing shall not serve to modify or otherwise limit the right to bring any enforcement action against any source of the Debt Financing to enforce Parent’s or any of Parent’s subsidiary’s or affiliate’s rights pursuant to the 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 9.15 and the definitions of “Debt Financing Sources” and “Debt Financing Related Parties” shall not be amended, modified or waived (including any definitions in this Agreement to the extent such amendment or waiver would modify any such foregoing Sections or provisions) in any way materially adverse to the Debt Financing Related Parties without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter; provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent Related Parties against the Debt Financing Related Parties with respect to the Debt Financing or the Transactions.

Debt Financing Sources. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, each of the Parties on behalf of itself and each of its Affiliates herebyParty: (ia) agrees that it will not bring any Proceedingaction, whether in law suit, proceeding, cause of action, claim, cross-claim or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; (ii) agrees that any such Proceeding shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws of another state); (iii) agrees not to bring or support or permit any of its Affiliates to bring or support any Proceeding 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 of the debt financing sources (or any Lender Related Party) in any way relating to this Agreement or any of the Transactions, including any dispute arising out of or relating toin any way to the Financing, in any forum other than the federal and New York State courts located in the Borough of Manhattan of the City of New York; (b) agrees that all claims or causes of action (whether in law, in equity, in contract, in tort or otherwise) against any of the debt financing sources (or any Lender Related Party) in any way relating to the Financing, shall be exclusively governed by, and construed in accordance with, the Laws of the State of New York; and (c) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in law or in equity; whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Financing. Notwithstanding anything to the contrary contained this Agreement, (i) the Debt FinancingSeller, the Debt Commitment LetterCompany and their respective Subsidiaries and their respective Representatives, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any Definitive Debt Financing rights or Claims against any debt financing source (or any Lender Related Party) in any way relating to this Agreement or any of the transactions contemplated hereby Transactions, or thereby in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Financing, whether at law or equity, in contract, in tort or otherwise and (ii) no debt financing source (and no Lender Related Party) shall have any Liability (whether in contract, in tort or otherwise) to the Seller, its Subsidiaries, their respective Representatives and their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or Liabilities of any Party hereto under this Agreement or for any Claim based on, in respect of, or by reason of, the Transactions or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Financing, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, the debt financing sources (and the Lender Related Parties) are intended third-party beneficiaries of, and shall be entitled to the protections of this provision (it being understood that the foregoing provisions may not be amended in a manner adverse to the debt financing sources (or the performance of any services thereunder Lender Related Parties) in any forum other than any federal or state court in the Borough of Manhattan, New York, New York; (iv) agrees that service of process upon such Party in any such Proceeding shall be effective if notice is given in accordance with Section 10.10; (v) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court; (vimaterial respect without their prior written consent).

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties party, on behalf of itself and each of its Affiliates hereby: (ia) agrees that any Proceedingproceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including Financing, the Debt Commitment Letter) entered into in connection with the Debt Financing 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; , (iib) agrees that any such Proceeding proceeding shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws laws of another state); , (iiic) agrees not to bring or support or permit any of its Affiliates to bring or support any Proceeding 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 Financing Commitment Letter, any Definitive Debt Financing Agreement 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; , (ivd) agrees that service of process upon such Party party in any such Proceeding proceeding or proceeding shall be effective if notice is given in accordance with Section 10.10; 8.9, (ve) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding proceeding in any such court; , (vi)f) 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 trial by jury in any proceeding brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Financing Commitment Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (h) agrees that none of the Debt Financing Sources will have any liability to any of the Seller, the Company or any of its Affiliates or Representatives, or any of their respective current, former or future officers, directors, employees, agents, Representatives, stockholders, limited partners, managers, members or partners relating to or arising out of this Agreement, the Debt Financing or the Debt Financing Commitment Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether at law or in equity, whether in contract or in tort or otherwise, and (i) agrees that the Debt Financing Sources are express third party beneficiaries of the Lender Protective Provisions and may enforce such Lender Protective Provisions. The Seller and the Company (each on behalf of itself and any of its Affiliates and its and their Representatives) hereby waives any rights or claims against any Debt Financing Source or any Affiliate thereof, in connection with this Agreement, the Debt Financing, the Debt Commitment Letters or in respect of any other document or theory of law or equity (whether in tort, contract or otherwise) or in respect of any oral or written representations made or alleged to be made, in each case, in connection herewith or therewith, and the Seller and the Company (each on behalf of itself and any of its Affiliates and its and their Representatives) agrees not to commence any action or proceeding against any Debt Financing Source in connection with this Agreement, the Debt Financing, the Debt Commitment Letters or in respectof any other document or theory of law or equity in connection herewith or therewith and agrees to cause any such action or proceeding asserted by the Seller or the Company (each on behalf of itself and any of its Affiliates and its and their Representatives) in connection with this Agreement, any Debt Financing or in respect of any other document or theory of law or equity in connection herewith or therewith against any Debt Financing Source to be dismissed or otherwise terminated. For clarity, this Section 8.18 shall not limit any liability of (or claims against) the Buyer or any of its Affiliates or any of their respective Representatives under this Agreement, the Debt Commitment Letter or any Ancillary Agreement.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Truist Parties, the Company and each of the Parties Truist Related Party, on behalf of itself and each of its Affiliates Affiliates, hereby: (i) agrees that any Proceedingclaim or action, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; , and such claim or action (iiexcept to the extent relating to the interpretation of any provisions in this Agreement) agrees that any such 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), 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 statejurisdiction); , (iiiii) agrees not to bring or support any claim or permit any of its Affiliates 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 in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement or any of the transactions 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; , (iviii) agrees that service of process upon such Party Truist or its Affiliates in any such Proceeding claim or action or proceeding shall be effective if notice is given in accordance with Section 10.10; ‎Section 11.01, (viv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding claim or action in any such court; , (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by Applicable Law all rights of trial by jury in any claim or action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (vi)) agrees that no Debt Financing Sources shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature, (vii) agrees that no Debt Financing Sources will have any liability to the Truist Parties, the Company or any Truist Related Party (other than the Buyer Entities and their Affiliates) in connection with this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (viii) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, the foregoing agreements in ‎Section 9.03(b) and this ‎Section 11.16 and such provisions (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of this Section) shall not be amended in any way materially adverse to any Debt Financing Source without the prior written consent of each related Debt Financing Source; provided, for the avoidance of doubt, that nothing in this ‎Section 11.16 shall limit the rights of the Buyer Entities or, upon and after the Closing, any Company Entity against the Debt Financing Sources under the Debt Commitment Letter or any definitive documentation with respect to the Debt Financing.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Company, on behalf of itself and each of its Affiliates Subsidiaries, hereby: (i) agrees that any Proceedingjudicial, administrative or arbitral actions, suits or proceedings by or before any Governmental Entity and any claim, demand, audit, review, inquiry, examination, or investigation, whether in law or in equity, whether in contract or in tort or otherwiseotherwise (collectively, “Actions”), involving the a Financing Source in respect of any Debt Financing Sources(a “Debt Financing Source”), arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; , and such Action (iiexcept to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of New York)) agrees that any such Proceeding shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws laws of another statejurisdiction); , (iiiii) agrees not to bring or support or permit any of its Affiliates 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, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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; , (iviii) agrees that service of process upon such Party the Company or its Subsidiaries in any such Proceeding Action or proceeding shall be effective if notice is given in accordance with Section 10.10; 7.9, (viv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court; , (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law all rights of trial by jury in any Action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (vi) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement or the Debt Financing, (vii) agrees that no Debt Financing Source will have any liability to the Company or any of its Subsidiaries (other than Parent and its Affiliates), and hereby waives any rights or claims against any Debt Financing Source, in connection with this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent against the Debt Financing Sources with respect to the Debt Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) 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 7.13, and such provisions and the definitions of “Debt Financing Sources” and “Debt Financing Sources Related Parties” (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) shall not be amended, modified, waived or terminated in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources. For purposes of this Section 7.13, “Debt Financing Sources” includes all Debt Financing Sources Related Parties. The Company, Parent and Merger Sub have caused this Agreement to be executed as of the date first written above. ZAYO GROUP HOLDINGS, INC. By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Co-Founder, Chairman & CEO FRONT RANGE TOPCO, INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: President By: /s/ Nathalie Brabers Name: Nathalie Brabers Title: President By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President FRONT RANGE BIDCO, INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: President By: /s/ Nathalie Brabers Name: Nathalie Brabers Title: President By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President EXHIBIT A CERTAIN DEFINITIONS For purposes of the Agreement (including this Exhibit A):

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Seller on behalf of itself and each of its Affiliates the Seller Indemnified Parties and Buyer on behalf of itself and each of the Buyer Indemnified Parties hereby: (ia) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwiseAction, involving the Debt Financing Sources, arising out of or relating to, to this Agreement, the Debt Financing or any of Financing, the definitive agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby thereby, in each case involving the Debt Financing Sources, or the performance of any services 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; (ii) court and agrees that any such Proceeding Action shall be governed by by, and construed in accordance with, the Laws laws of the State of New York York; provided, however, any Action that relates 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 “Company Representation” (as such term or similar term is defined in the Debt Financing Documents) and whether as a result of any inaccuracy thereof Buyer or any of its Affiliates has the 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 whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of 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 laws of another state); any other jurisdiction, (iiib) agrees not to bring or support or permit any of its Affiliates to bring or support any Proceeding 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, to this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement 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 ManhattanSubject Court, New York, New York; (iv) 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; (vc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court; Subject Court, (vid) 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) agrees that none of the Debt Financing Sources will have any liability to Seller, the Company or any of the Seller Indemnified Parties relating to or arising out of this Agreement, the Debt Financing, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of Seller, the Company or any the Seller Indemnified Parties shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether at Law or in equity, whether in Contract or in tort or otherwise), against any of the Debt Financing Sources relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (f) agrees (x) that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 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 (y) to the extent any amendments to any provision of this Section 14.15 and all other DFS Provisions (or, solely as they relate to this Section 14.15 or any other DFS Provision, the definitions of any terms used in this Section 14.15 or any other DFS Provision) are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. In addition, in no event will any Debt Financing Source be liable to Seller, the Company or any of the Seller Indemnified Parties for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortious nature arising out of or relating to this Agreement or the transactions contemplated hereby. Notwithstanding anything contained herein to the contrary, nothing in this Section 14.15 or any other DFS Provision shall in any way affect any Buyer’s or the Buyer Indemnified Parties’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Financing Documents. [Signature pages to follow.] Each of the Parties has executed this Agreement as of the date first written above. SELLER: XXXXXX PETROLEUM OPERATING COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President & Chief Executive Officer COMPANY: XXXXXX (EAGLE FORD) LLC By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President & Chief Executive Officer BUYER: RIDGEMAR ENERGY OPERATING, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Executive Officer EXHIBIT A FORM OF SELLER AND COMPANY BRING DOWN CERTIFICATE [●], 2023 This certificate (this “Certificate”) is executed and delivered in accordance with Section 2.11(a)(i) of that certain Membership Interest Purchase Agreement, dated May 3, 2023 (the “Purchase Agreement”), by and among Xxxxxx Petroleum Operating Company, a Delaware corporation (“Seller”), Xxxxxx (Eagle Ford) LLC, a Delaware limited liability company (the “Company”), and Ridgemar Energy Operating, LLC, a Delaware limited liability company (“Buyer”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement. As applicable, (x) [●] in [his/her] capacity as [●] of Seller, certifies to Buyer, solely in such capacity and not individually, on behalf of Seller and solely with respect to Seller, and (y) [●] in [his/her] capacity as [●] of the Company, certifies to Buyer, solely in such capacity and not individually, on behalf of the Company and solely with respect to the Company, in each case, as follows:

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Company on behalf of itself itself, its Subsidiaries and each of its controlled Affiliates hereby: (i) agrees that any ProceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing 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, this Agreement, the any Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; , (ii) agrees that any such Proceeding Action shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws laws of another state); , except as otherwise provided in any applicable definitive document relating to the Debt Financing, (iii) agrees not to bring or support or permit any of its controlled Affiliates 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, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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; , (iv) agrees that service of process upon such Party the Company, its Subsidiaries or its controlled Affiliates in any such Proceeding Action or proceeding shall be effective if notice is given in accordance with Section 10.10; clause 27, (v) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court; , (vi)) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Debt Financing Sources, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, in any way arising out of or relating to, this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (vii) agrees that none of the Debt Financing Sources, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, will have any liability to the Company or any of its Subsidiaries or any of their respective controlled Affiliates or Representatives (in each case, other than the 106 / 107 Buyer, its Subsidiaries and any of their Affiliates) relating to or arising out of this Agreement, the Debt Financing 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 (viii) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this clause 31 and that such provisions and the definition of “Debt Financing Sources” shall not be amended in any way adverse to the Debt Financing Sources without the prior written consent of the Primary Debt Sources.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties party hereto, on behalf of itself itself, its respective Subsidiaries and each of its respective controlled Affiliates hereby: (ia) agrees that any Proceedingaction, whether in law suit or in equityproceeding of any kind or description, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing and/or the Best Efforts 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 hereto irrevocably submits itself and its property with respect to any such Proceeding action, suit or proceeding to the exclusive jurisdiction of such court; (iib) agrees that any such Proceeding action, suit or proceeding shall be governed by and construed and enforced in accordance with 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 laws of another state); (iiic) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Proceeding 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, to this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive the Best Efforts Debt Financing 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; , (iv) 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; (vd) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding action, suit or proceeding in any such court; (vi)e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any action, suit or proceeding brought against the Debt Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Best Efforts Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Debt Financing Sources will have any liability or obligation to the Company or any of its Subsidiaries or any of their respective Affiliates or representatives relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Best Efforts Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, (g) agrees that (and each other party hereto agrees that) the Debt Financing Sources are express third party beneficiaries of, and may enforce any of the provisions of Section 7.4(c) and this Section 8.17, which shall be binding on all successors and assigns of the Parent, Merger Sub, and the Company and any of its Subsidiaries or any of their respective Affiliates or representatives; and (h) agrees that the provisions of this Section 8.17 and the definitions of “Debt Financing Sources” (and any other provisions of this Agreement to the extent a modification thereof would affect the substance of any of the foregoing) shall not be amended in any way adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter. Notwithstanding the foregoing, nothing in this Section 8.17 shall in any way limit or modify the rights and obligations of Parent (on behalf of itself, its Affiliates, and its Affiliates’ respective officers, directors, equity holders, employees and agents) under this Agreement or any Debt Financing Sources’ obligations to Parent (on behalf of itself, its Affiliates, and its Affiliates’ respective officers, directors, equity holders, employees and agents) under the Debt Commitment Letter and/or the Best Efforts Debt Financing documentation.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each party hereto acknowledges and irrevocably agrees that the entities that have committed to provide or otherwise entered into agreements in connection with the Debt Financing (as defined below), including any commitment letters, joinder agreements, credit agreements (or similar definitive financing documents) relating thereto, together with their respective Affiliates and Representative (collectively, the “Debt Financing Sources”) shall not have any liability or obligations (whether based in contract, tort, fraud, strict liability or otherwise) to the Company, its Subsidiaries, its Representatives or the Affiliates of the Parties on behalf foregoing arising out of itself and each 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 its Affiliates hereby: the foregoing be entitled to specific performance of any commitment letter or similar agreement entered into by Parent for any Debt Financing against the Debt Financing Sources providing such Debt Financing. Without limitation of the foregoing, the parties hereto agree (i) agrees that any Proceedinglegal action or proceeding, whether in at law or in equity, whether in contract or in tort or otherwise, involving the otherwise against any Debt Financing Sources, Source arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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 court; from thereof, (ii) agrees that any such Proceeding shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws of another state); (iii) agrees not to bring legal action or support or permit any of its Affiliates to bring 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 accordance with, the laws of the State of New York, (iii) not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such legal action in any way other court, (iv) that each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to, related to this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement or any of the transactions contemplated hereby or thereby or involving any of 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; (iv) 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; Debt Financing Sources and (v) irrevocably waives, that the Debt Financing Sources are express third party beneficiaries of this ‎Section 10.12 (and any other provision of this Agreement to the fullest extent that it may effectively do soan amendment, supplement, waiver or other modification of such provision would modify the defense substance of an inconvenient forum this Section) and this ‎Section 10.12 and such provisions shall not be amended in any way materially adverse to the maintenance Debt Financing Sources without the prior written consent of such Proceeding the Debt Financing Sources. For the avoidance of doubt, nothing in any such court; (vi)this ‎Section 10.12 shall constitute a financing condition to the consummation of the Merger. [Remainder of Page Intentionally Left Blank] [Signature Pages Follow]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrarycontrary herein, each of the Parties on behalf of itself and each of its Affiliates hereby: (ia) agrees that any Proceeding, legal action (whether in law Law or in equity, whether in contract or in tort or otherwise), involving the any Debt Financing SourcesSource, arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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 thereof, (each such court, the “Subject Courts”) and each Party irrevocably submits itself and its property with respect to any such Proceeding legal action to the exclusive jurisdiction of such court; (ii) Subject Courts and agrees that any such Proceeding dispute shall be governed by by, and construed in accordance with, the Laws of the State of New York York, except as otherwise set forth in any commitment letter in respect of such Debt Financing with respect to (i) the determination of the accuracy of any “specified acquisition agreement representation” (as such term or similar term is defined in such commitment letter) and whether as a result of any inaccuracy thereof Purchaser or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to Article 11 or decline to consummate the Closing as a result thereof pursuant to Section 8.2 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 Texas, 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 of another state); any other jurisdiction, (iiib) agrees not to bring or support or permit any of its Affiliates to bring or support any Proceeding 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 Debt Financing Source in any way arising out of or relating to, to this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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 ManhattanSubject Court, New York, New York; (iv) 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; (vc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding legal action in any such court; Subject Court, (vid) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that no Debt Financing Source will have any liability to Seller or its shareholders or Affiliates or any successor or assign of any of the foregoing 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 Seller or any of its Affiliates or shareholders or successors or assigns of any of the foregoing 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 Debt Financing Source 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 or for any claim based on, in respect of, or by reason of any oral or written representations made or alleged to have been made by any Debt Financing Source in connection herewith or with the Debt Financing, including any dispute arising out of or in any way relating to the Debt Commitment Letter, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Source or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that any Debt Financing Source is an express third party beneficiary of, and may enforce, any of the provisions in this Section 13.17 (or the definitions of any terms used in this Section 13.17) and (ii) to the extent any amendments to any provision of this Section 13.17 (or, solely as they relate to such Section, the definitions of any terms used in this Section 13.17) are adverse to any Debt Financing Source, such provisions shall not be amended without the prior written consent of each applicable Debt Financing Source. Notwithstanding anything contained herein to the contrary, nothing in this Section 13.17 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any other binding agreement to which such party or any of its Affiliates and a Debt Financing Source is a party. For the avoidance of doubt, in no event shall Seller or any of its Affiliates or any of their respective successors or assigns be entitled to enforce or seek to enforce specifically the remedy of specific performance of the Debt Commitment Letter against any Debt Financing Source. [Remainder of Page Intentionally Left Blank. Signature Pages Follow.] IN WITNESS WHEREOF, this Agreement has been signed by each of the Parties as of the Execution Date. SELLER: XCL ASSETCO, LLC Name: /s/ XXXX XXXXXXX By: Xxxx Xxxxxxx Title: Chief Executive Officer XCL MARKETING, LLC Name: /s/ XXXX XXXXXXX By: Xxxx Xxxxxxx Title: Chief Executive Officer WASATCH WATER LOGISTICS, LLC Name: /s/ XXXX XXXXXXX By: Xxxx Xxxxxxx Title: Chief Executive Officer XCL SANDCO, LLC Name: /s/ XXXX XXXXXXX By: Xxxx Xxxxxxx Title: Chief Executive Officer XCL RESOURCES, LLC Name: /s/ XXXX XXXXXXX By: Xxxx Xxxxxxx Title: Chief Executive Officer Signature Page to Purchase and Sale Agreement PURCHASER: SM ENERGY COMPANY Name:/s/ XXXXXXX X. XXXXX By: Xxxxxxx X. Xxxxx Title: President and CEO NORTHERN NORTHERN OIL AND GAS, INC., solely for purposes of ratifying Sections 5.1, 5.2, 5.3, 5.4, 5.13, 7.1, 7.2, 7.7(b), 7.10, 7.18, 7.19 and 11.2(a) Name:/s/ XXXXXXXX X'XXXXX By: Xxxxxxxx X’Xxxxx Title: Chief Executive Officer

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each party hereto acknowledges and irrevocably agrees that the entities that have committed to provide or otherwise entered into agreements in connection with the Debt Financing (as defined below), including any commitment letters, joinder agreements, credit agreements (or similar definitive financing documents) relating thereto, together with their respective Affiliates and Representative (collectively, the “Debt Financing Sources”) shall not have any liability or obligations (whether based in contract, tort, fraud, strict liability or otherwise) to the Company, its Subsidiaries, its Representatives or the Affiliates of the Parties on behalf foregoing arising out of itself and each 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 its Affiliates hereby: the foregoing be entitled to specific performance of any commitment letter or similar agreement entered into by Parent for any Debt Financing against the Debt Financing Sources providing such Debt Financing. Without limitation of the foregoing, the parties hereto agree (i) agrees that any Proceedinglegal action or proceeding, whether in at law or in equity, whether in contract or in tort or otherwise, involving the otherwise against any Debt Financing Sources, Source arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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 court; from thereof, (ii) agrees that any such Proceeding shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws of another state); (iii) agrees not to bring legal action or support or permit any of its Affiliates to bring 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 accordance with, the laws of the State of New York, (iii) not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such legal action in any way other court, (iv) that each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to, related to this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement or any of the transactions contemplated hereby or thereby or involving any of 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; (iv) 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; Debt Financing Sources and (v) irrevocably waives, that the Debt Financing Sources are express third party beneficiaries of this Section 10.12 (and any other provision of this Agreement to the fullest extent that it may effectively do soan amendment, supplement, waiver or other modification of such provision would modify the defense substance of an inconvenient forum this Section) and this Section 10.12 and such provisions shall not be amended in any way materially adverse to the maintenance Debt Financing Sources without the prior written consent of such Proceeding the Debt Financing Sources. For the avoidance of doubt, nothing in any such court; (vi)this Section 10.12 shall constitute a financing condition to the consummation of the Merger. [Remainder of Page Intentionally Left Blank]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Company, on behalf of itself and each of its Affiliates Subsidiaries, hereby: (i) agrees that any ProceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing Sources, Sources Related Party and arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; , and such Action (iiexcept to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) agrees that any such Proceeding shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws laws of another statejurisdiction); , (iiiii) agrees not to bring or support or permit any of its Affiliates 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, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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; , (iviii) agrees that service of process upon such Party the Company or its Subsidiaries in any such Proceeding Action shall be effective if notice is given in accordance with Section 10.10; 9.06, (viv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court; , (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Action brought against any Debt Financing Sources Related Party in any way arising out of or relating to, this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (vi)) agrees that no Debt Financing Sources Related Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature, (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 or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that nothing in this Section 9.16 shall in any way limit or modify (a) any Debt Financing Source’s obligations to Parent or any Affiliate under the Debt Commitment Letter or (b) the rights of the Company and its Subsidiaries under any debt commitment letter or any definitive agreements relating to the Debt Financing executed in connection with the Debt Financing to the extent the Company and/or its Affiliates are party thereto) and (viii) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, the foregoing agreements in this Section 9.16 and ‎Section 8.02(e)(i) and such provisions (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of this Section) shall not be amended in any way materially adverse to any Debt Financing Sources Related Parties without the prior written consent of each related Debt Financing Source.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Company and Parent, on behalf of itself themselves and each of its Affiliates their Subsidiaries, hereby: (i) agrees (x) agree that any Proceedingaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing SourcesSources Related Party, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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 (y) irrevocably submits itself and its property with respect to any such Proceeding action to the exclusive jurisdiction of such court; , and such action (iiexcept to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of New York)) agrees that any such Proceeding shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws laws of another statejurisdiction); , (iiiii) agrees agree not to bring or support support, or permit any of its their Affiliates 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, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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; , (iviii) agrees agree that service of process upon such Party the Company or Parent, or any of their Subsidiaries in any such Proceeding action or proceeding shall be effective if notice is given in accordance with Section 10.10; ‎Section 11.01, (viv) irrevocably waiveswaive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding action in any such court; , (v) waive, to the fullest extent permitted by applicable law, all rights of trial by jury in any action brought against the Debt Financing Sources Related Parties in any way arising out of or relating to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (vi)) agree that no Debt Financing Sources Related Party will have any liability to the Company or any of its Subsidiaries in connection with this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated hereby or any services thereunder) and (vii) agree that (x) the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, the foregoing agreements in ‎Section 11.04(b) (solely to the extent that it relates to the Debt Financing Sources) and this ‎Section 11.14 and (y) such provisions (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of this ‎Section 11.14) shall not be amended in any way materially adverse to any Debt Financing Source Related Parties without the prior written consent of each related Debt Financing Source. This ‎Section 11.14 will, with respect to the matters referenced herein, supersede any provisions of this Agreement to the contrary. The provisions of this ‎Section 11.14 will survive any termination of this Agreement. [The remainder of this page has been intentionally left blank; the next page is the signature page.]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, Seller and each of the Parties Seller Related Party, on behalf of itself and each of its Affiliates Subsidiaries, hereby: (ia) agrees that any ProceedingDispute, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing SourcesSources Related Party, arising out of or relating to, this Agreement, the Financing, the Debt Financing Commitment Letter or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby 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; , and such Dispute (iiexcept to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of New York)) agrees that any such Proceeding shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws laws of another statejurisdiction); , (iiib) agrees not to bring or support or permit any of its Affiliates 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, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement 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; , (ivc) agrees that service of process upon such Party Seller or its Subsidiaries in any such Proceeding Dispute or proceeding shall be effective if notice is given in accordance with Section 10.10; 10.2, (vd) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Dispute in any such court; , (vi)e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Dispute brought against the Debt Financing Sources Related Parties in any way arising out of or relating to, this Agreement, the Financing, 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 Sources Related Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby, (g) agrees that no Debt Financing Sources Related Party will have any liability to any Seller Related Party (other than Buyer and its Affiliates) in connection with this Agreement, the Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Buyer against the Debt Financing Sources Related Parties with respect to the Financing or any of the transactions contemplated hereby or any services thereunder) and (h) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, the foregoing agreements in this Section 10.16 and such provisions (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of this Section 10.16) shall not be amended in any way materially adverse to any Debt Financing Source Related Parties without the prior written consent of each related Debt Financing Source. 109

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Company on behalf of itself and each of its Affiliates and its and their respective directors, officers, employees and equityholders hereby: (ia) agrees that any Proceedingproceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing SourcesRelated Parties, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter, any Debt Fee Letter, any Definitive Debt Agreement or any other document related thereto) entered into in connection with the Debt Financing or any of the transactions 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; , (iib) agrees that any such Proceeding proceeding shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws laws of another state); , (iiic) agrees not to bring or support or permit any of its Affiliates to bring or support any Proceeding 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, 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 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 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; (ivd) agrees that service of process upon such Party party in any such Proceeding proceeding or proceeding shall be effective if notice is given in accordance with Section 10.10; 9.02, (ve) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding proceeding in any such court, (f) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY PROCEEDING BROUGHT AGAINST THE DEBT FINANCING 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 Company or any of its Affiliates or its or their respective directors, officers, employees or equityholders relating to or arising out of 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, nor shall the Company or any of its Affiliates or equityholders be entitled to specific performance of any commitment letter or similar agreement entered into by Parent for any Debt Financing against the Debt Financing Sources providing such Debt Financing and (h) agrees that the Debt Financing Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in Section 8.03(c) and this Section 9.12 (and such provisions shall not be amended in any way materially adverse to any of the Debt Financing Related Party without the prior written consent of any Debt Financing Source so adversely affected); (vi)provided, that, notwithstanding the foregoing, nothing in this Section 9.12 shall in any way limit or modify the rights and obligations of Parent under this Agreement or the Debt Commitment Letter or any Debt Financing Source’s obligations to Parent under the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, each of the Parties on behalf of itself and each of its Affiliates herebyparties hereto: (i) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby 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; (ii) agrees that any such Proceeding shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws of another state); (iii) agrees it will not to bring or support or permit any of its 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 of the Debt Financing Source in any way arising out Sources (which defined term for the purposes of or relating to, this Agreement, provision shall include the Debt FinancingFinancing 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 Definitive Debt Financing way relating to 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 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, New York, Manhattan within the City of New York; (ivii) agrees that service that, except as specifically set forth in the Debt Commitment Letter, all claims or causes of process upon such Party action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources in any such Proceeding way relating to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, shall be effective if notice is given exclusively governed by, and construed in accordance with Section 10.10; (v) irrevocably waiveswith, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the fullest extent that it 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 effectively do sohave to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, (a) the Corporation, the defense Representative, and their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any rights or claims against any Debt Financing Source, in any way relating to this Agreement or any of an inconvenient forum the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the maintenance Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and any such rights or claims are hereby waived, disclaimed, and released in full, and (b) no Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to any of such Proceeding the Corporation, the Representative, and their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Debt Financing 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 court; (viDebt Financing Sources).

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, Seller and each of the Parties Seller Related Party, on behalf of itself and each of its Affiliates Subsidiaries, hereby: (i) agrees that any ProceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing SourcesSource, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; , and such Action (iiexcept to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of New York)) agrees that any such Proceeding shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws laws of another statejurisdiction); , (iiiii) agrees not to bring or support or permit any of its Affiliates 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, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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; , (iviii) agrees that service of process upon such Party Seller or its Subsidiaries in any such Proceeding Action or proceeding shall be effective if notice is given in accordance with Section 10.10; 10.5, (viv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court; , (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law all rights of trial by jury in any Action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (vi) agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature, (vii) agrees that no Debt Financing Source will have any liability to any Seller Related Party (other than Purchaser and its Affiliates) in connection with this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of Purchaser against the Debt Financing Sources with respect to the Debt Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Company on behalf of itself itself, its Subsidiaries, and each of its Affiliates their respective Affiliates, directors, officers, employees, representatives or agents it controls hereby: (ia) agrees that all actions, suits, claims or counterclaims, litigation or other proceedings (including any Proceedingcivil, criminal, administrative, investigative or appellate proceeding) (collectively, the “Legal Proceedings”) by or before a Governmental Authority (whether in at law or in equity, whether in tort, contract or in tort or otherwise) that may be based upon, involving the Debt Financing Sources, arising arise out of or relating to, relate to this Agreement, the any Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the any Debt Financing 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; (ii) agrees that any , and such Legal Proceeding shall be governed by the Laws laws of the State of New York (without giving effect to any York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law principles that would result laws, except as otherwise provided in the application of the Laws of another state); any Debt Commitment Letter, (iiib) 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 otherwise) that may be based upon, arise out of or otherwiserelate to this Agreement, against any Debt Financing Source or any agreements entered into in connection with any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement or any of the transactions 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; , (ivc) agrees that service of process upon such Party 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 10.10; 9.1, (vd) irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, the defense of an inconvenient forum to the maintenance of such Legal Proceeding in any such court; , (vi)e) irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury in any such Legal Proceeding brought against any Debt Financing Sources Related Parties directly or indirectly arising out of, under or in connection with this Agreement, any Debt Financing or any 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 Sources Related Party will have any liability to the Company or any of its Subsidiaries or any of their respective controlled Affiliates or Representatives (in each case, other than Parent and its Subsidiaries) relating to or arising out of this Agreement, any Debt Financing or any transactions contemplated hereby or thereby or the performance of any services thereunder (whether, in equity or law, in tort, contract or otherwise) (provided that notwithstanding the foregoing, nothing herein shall affect the rights of Parent against any Debt Financing Sources with respect to any Debt Financing or any transactions contemplated thereby or any services thereunder or Parent’s obligation to cause the Debt Financing Sources to fund the Debt Financing) and (g) agrees that the Debt Financing Sources Related Parties will be express third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 9.14 and that this Section 9.14 and the definitions of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended in any way adverse to any Debt Financing Sources Related Parties without the prior written consent of the applicable Debt Financing Sources. [Signature page follows]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties on behalf of itself and each of its controlled Affiliates hereby: (ia) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving all issues and questions concerning and against the Debt Financing Sources, Sources in any way arising out of or relating to, to this Agreement, the Debt Financing Agreement or any of the agreements (including the Debt Commitment Letter) debt financing entered into in connection with the transactions contemplated by this Agreement (the “Debt Financing”) or any the definitive agreements relating to the Debt Financing (the “Definitive Debt Financing Agreements”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (whether based in contract, tort or otherwise) or the performance thereof, shall be 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, 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 without giving effect to any such Proceeding to the exclusive jurisdiction choice of such court; law or conflict of law rules or provisions (ii) agrees that any such Proceeding shall be governed by the Laws 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 laws of another state); any jurisdiction other than the State of New York, (iiib) agrees that it will not to bring or support or permit any of its Affiliates 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, to this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement 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; , 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 (ivand the appellate courts thereof), (c) 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 waivesknowingly, intentionally and voluntarily waives to the fullest extent that it may effectively do sopermitted by applicable law trial by jury in any legal action (whether in law or in equity, whether in contract or in tort or otherwise) brought against the Debt Financing Sources in any way arising (directly or indirectly) out of relating solely to this Agreement, the defense Debt Financing, the Definitive Debt Financing Agreements or any of an inconvenient forum the transactions contemplated hereby or thereby or the performance of any services thereunder, (d) agrees that none of the Debt Financing Sources will have any liability to any of the Seller, its Affiliates or their respective directors, officers, employees, agents, partners, managers, members and stockholders relating to or arising out of this Agreement, the Debt Financing or the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, and the Seller, its Affiliates or their respective directors, officers, employees, agents, partners, managers, members and stockholders shall not bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any of the Debt Financing Sources relating to or in any way arising out of this Agreement, the Debt Financing, the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, and (e) agrees (x) that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 13.17 (or the definitions of any terms used in this Section) and (y) to the maintenance extent any amendments to any provision of this Section 13.17 (or any of the defined terms used herein or therein or any other provision of this Agreement to the extent a modification, waiver or termination of such Proceeding defined term or provision would modify the substance of such Section) or, solely as they relate to such Section, the definitions of any terms used) are adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 13.17 shall in any such courtway affect a party’s rights and remedies under the Definitive Financing Agreements to the extent they are a party thereto. The remainder of this page has been intentionally left blank; (vi)the next page is the signature page.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Seller on behalf of itself itself, its Subsidiaries, and each of its their respective controlled Affiliates hereby: (i) agrees that any Proceeding, all Actions (whether in law or in equitytort, whether in contract or in tort or otherwise) that may be based upon, involving the Debt Financing Sources, arising arise out of or relating to, relate to this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; , and such Action (iiexcept to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter or in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of the Delaware)) agrees that any such Proceeding shall be governed by the Laws laws of the State of New York (without giving effect to any York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law principles that would result in the application of the Laws of another state); laws, (iiiii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Proceeding of 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 to, relate to this Agreement, the Debt Financing, Financing or any of the agreements (including the Debt Commitment Letter, any Definitive ) entered into in connection with the Debt Financing Agreement 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; , (iviii) agrees that service of process upon such Party the Seller, its Subsidiaries or their respective controlled Affiliates in any such Proceeding Action shall be effective if notice is given in accordance with Section 10.10; 9.1, (viv) irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court; , (v) irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury in any Action brought against the Debt Financing Sources directly or indirectly arising out of, under or in connection with 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, (vi)) agrees that none of the Debt Financing Source Related Parties will have any Liability to the Seller or any of its Subsidiaries or any of their respective controlled Affiliates or representatives (in each case, other than the Purchaser and its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (whether in tort, contract or otherwise) and (vii) agrees that the Debt Financing Source Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 9.16 (including, for the avoidance of doubt, Section 9.4 (solely to the extent it relates to the Debt Financing Source Related Parties))and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Source Related Parties” shall not be amended in any way adverse to the Debt Financing Source Related Parties without the prior written consent of the Debt Financing Sources. Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the Seller or any of its Affiliates be entitled to, or permitted to seek, specific performance in respect of any Debt Financing Source Related Party related to the Debt Financing under the terms of this Agreement prior to the Principal Closing Date, and nor shall there be any right of the Seller or its Affiliates to enforce specifically any of Seller’s and its Affiliates’ respective rights under the Debt Commitment Letter or any other agreements relating to the Debt Financing. [Signature Page Follows.]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Seller, on behalf of itself itself, and each of its Controlled Affiliates hereby: (ia) agrees that any Proceedingproceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing SourcesSources or the Financing Related Persons, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder hereby, shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New YorkYork (the “Chosen Financing Courts”), so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Proceeding proceeding to the exclusive jurisdiction of such court; Chosen Financing Courts, (ii) agrees that any such Proceeding shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws of another state); (iiib) agrees not to bring or support or permit any of its Controlled Affiliates to bring or support any Proceeding 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 or Financing Related Person in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement or any of the transactions 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 ManhattanChosen Financing Courts, New York, New York; (ivc) agrees that service of process upon such Party in any such legal Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.10; 10.8, (vd) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding proceeding in any such court, (e) agrees that a final judgment in any such proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any proceeding brought against any Debt Financing Source or any Financing Related Person in any way arising out of or relating to this Agreement or any of the transactions contemplated hereby, (g) agrees that none of the Debt Financing Sources or the Financing Related Persons shall have any liability to the Seller and/or any of its Controlled Affiliates relating to or arising out of this Agreement or any of the transactions contemplated hereby, whether in law or in equity, whether in contract or in tort or otherwise (and the Seller, on behalf of itself and its Controlled Affiliates and each of their respective Affiliates and their and their respective Affiliates’ Representatives, hereby acknowledges that they have no recourse against, and hereby waive any rights or claims against, the Debt Financing Sources in connection therewith); provided, that nothing in this Agreement shall limit the liability of the Debt Financing Sources pursuant to the documentation related to the Debt Financing, including the Debt Commitment Letter, and (vi)h) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Section 10.12 and that such provisions and the definition of “Debt Financing Sources” shall not be amended in any way adverse to any Debt Financing Source without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrarySeller and its Affiliates, each of the Parties on behalf of itself and each of its Affiliates hereby: (i) agrees that directors, officers, employees, agents, partners, managers, members or equityholders shall not have any Proceeding, whether in law rights or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or claims against any of the agreements (including the Debt Commitment Letter) 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 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; (ii) agrees that any such Proceeding shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in and the application of the Laws of another state); (iii) agrees parties hereto will not to bring or support or permit any of its Affiliates 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 Party outside of the federal and New York State courts, in each case, located in the Borough of Manhattan within the City of New York. Each party hereto irrevocably waives any and all right to trial by jury in any way legal proceeding involving any Debt Financing Party arising out of or relating to, related to this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement or any of the transactions contemplated hereby or thereby or hereby. It is further agreed that the performance of any services thereunder in any forum other than any federal or state court in the Borough of ManhattanDebt Financing Parties are intended third-party beneficiaries of, New York, New York; (iv) agrees that service of process upon such Party in any such Proceeding and shall be effective if notice is given in accordance with Section 10.10; (v) irrevocably waives, entitled to the fullest extent that it may effectively do soprotections of, this Section 10.18 (and this Section 10.18 shall not be amended without the defense prior written consent of an inconvenient forum to the maintenance of such Proceeding in any such court; (viDebt Financing Parties).

Debt Financing Sources. (a) Notwithstanding anything in this Agreement to the contrary, each of the Parties Company on behalf of itself itself, its Subsidiaries and each of its Affiliates hereby: (i) agrees that any Proceedingaction, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing SourcesSources Related Party, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing (including the Debt Commitment 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; , and such Debt Financing Action (iiexcept 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) agrees that any expressly specifies that the interpretation of such Proceeding provisions shall be governed by and construed in accordance with the law of the State of Delaware)) shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws laws of another statejurisdiction); , (iiiii) agrees not to bring or support support, or permit any of its Affiliates to bring or support support, any Proceeding 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, this Agreement, the Debt Financing, Financing (including the Debt Commitment Letter, any Definitive Debt Financing 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; , (iviii) agrees that service of process upon such Party in any such Proceeding Debt Financing Action shall be effective if notice is given in accordance with the procedures set forth in Section 10.10; 9.7, (viv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding any Debt Financing Action in any such court; court with respect to any Debt Financing Action involving any Debt Financing Sources Related Party, (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law, trial by jury in any Debt Financing Action involving any Debt Financing Sources Related Party, as the case may be, in any way arising out of or relating to, this Agreement, the Debt Financing (including the Debt Commitment Letter) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (vi)) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the agreements in this Section 9.14, and such provisions and the definitions of “Debt Financing Sources” and “Debt Financing Sources Related Parties” shall not be amended, modified or waived 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.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, including anything in Sections 11.7 or 11.10, each of the Parties parties hereto on behalf of itself and each of its Affiliates hereby: (ia) agrees that any ProceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, any of their Affiliates or their and their Affiliates’ current and former officers, directors, employees, members, managers, partners, controlling persons, advisors, attorneys, consultants, accountants, agents and representatives (collectively, the “Debt Financing Representatives”), arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements (including Financing, the Debt Commitment Letter) Letters, the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder 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 dispute to the exclusive jurisdiction of such court; (ii) , and agrees that any such Proceeding Action shall be governed by by, and construed in accordance with, the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws laws of another state); , except as otherwise set forth in the Debt Letters (iiiincluding as it relates 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 Merger Agreement Representations (as such term is defined in the Commitment Letter) and whether as a result of any inaccuracy thereof any party hereto or any of its Affiliates has the right (taking into account any applicable cure provisions) to terminate its or their obligations hereunder or decline to consummate the Closing (in accordance with the terms hereof) as a result thereof and (C) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof and in any claims or disputes arising out of any such determination or any aspect thereof, which shall in each case be governed by, and construed in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under any applicable principles of conflicts of laws thereof, (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Proceeding 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 or the Debt Financing Representatives in any way arising out of or relating to, to this Agreement, the Debt Financing, the Debt Commitment LetterLetters, any Definitive the Debt Financing Agreement 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 ManhattanSubject Court, New York, New York; (iv) 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; (vc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court; Subject Court, (vid) agrees that service of process upon it or any of its Subsidiaries in any such Action shall be effective if notice is given in accordance with Section 11.2, (e) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action involving any Debt Financing Source or the transactions contemplated hereby, any Action that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such Action, (g) agrees that none of the Debt Financing Sources or the Debt Financing Representatives will have any liability to Copper, Steel or HoldCo, in their respective capacities as parties to this Agreement, or any of their respective Affiliates or Representatives, in each case, solely relating to or arising out of this Agreement (and not relating to or arising out of the Debt Financing or any Additional Debt Financing in any way), whether in law or in equity, whether in contract of in tort or otherwise and (h) agrees (x) that the Debt Financing Sources and the Debt Financing Representatives are express third party beneficiaries of, and may enforce, any of the provisions in this Section 11.13 (or the definitions of any terms used in this Section 11.13) and (y) to the extent any amendments to any provision of this Section 11.13 or Section 10.2 (or, solely as they relate to such Sections, the definitions of any terms used in this Section 11.13 and Section 10.2) are adverse to the Debt Financing Sources or the Debt Financing Representatives, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 11.13 shall in any way (x) affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Letters or (y) constitute a waiver of any Debt Financing Source’s obligations under, or limit the liability of any Debt Financing Source with respect to, any binding agreement among such Debt Financing Source and one or more of the parties to this Agreement, including the Debt Letters.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each member of the Parties Parent Group and the Company, on behalf of itself itself, and each of its their respective Subsidiaries and controlled Affiliates hereby: (ia) agrees that any ProceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing SourcesParties, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; , (iib) agrees that any such Proceeding 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 stateState); , except as may otherwise be provided in the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing, (iiic) agrees not to bring or support or permit any of its Subsidiaries or controlled Affiliates 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 Party in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter, Letter or any Definitive document relating to the Debt Financing 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; , (ivd) agrees that service of process upon such Party any member of the Parent Group, the Company, or their respective Subsidiaries or controlled Affiliates in any such Proceeding Action or proceeding shall be effective if notice is given in accordance with Section 10.10; 11.01, (ve) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court; , (vi)f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such Action, including any Action brought against the Debt Financing Parties in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any document relating to the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that (i) none of the members of the Parent Group, the Company or any of their respective Subsidiaries or controlled Affiliates (in each case, other than Buyer or its Subsidiaries) shall have any rights or claims against any Debt Financing Party in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether at law or in equity, in contract, in tort or otherwise and (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 and (h) agrees that the Debt Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 11.14, and that such provisions and the definitions of “Debt Financing Entities” and “Debt Financing Parties” shall not be amended in any way adverse to the Debt Financing Parties without the prior written consent of the Debt Financing Parties) and (i) Buyer may assign its rights under this Agreement to any Debt Financing Entity as collateral security.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties on behalf of itself and each of its their Affiliates hereby: (ia) agrees that any Proceeding, whether in law or in equity, all Actions (whether in contract or in tort or otherwise, involving ) against the Debt Financing Sources, Sources arising out of or relating to, to this Agreement, the Debt Financing or any of the definitive agreements (including the Debt Commitment Letter) entered into in connection with providing for the Debt Financing (collectively, the “Debt Financing Agreements”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder 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, 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 without giving effect to any such Proceeding to the exclusive jurisdiction choice of such court; law or conflict of law rules or provisions (ii) agrees that any such Proceeding shall be governed by the Laws 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 laws of another state)any jurisdiction other than the State of New York except as otherwise provided in any Debt Financing Agreement; (iiib) agrees that it will 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, 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, to this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement 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; (ivc) agrees that service of process upon such Party in any such Proceeding shall be effective if notice is given delivered in accordance with Section 10.109.01 shall be effective service of process against it for any such Action brought in any such court; (vd) 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; (vie) waives any right to the fullest extent permitted by applicable law to trial by jury with respect to any such Action; (f) agrees that none of the Debt Financing Sources will have any liability to any of Seller Parent and its Affiliates (including, prior to the Closing, the Business Companies) or their respective directors, officers, employees, agents, partners, managers, advisors, members and stockholders, and none of Seller Parent or its Affiliates (excluding, following the Closing, the Business Companies and any other obligor and security provider under the Debt Financing Agreements) will have any liability to any of the Debt Financing Sources or their respective directors, officers, employees, agents, partners, managers, advisors, members and stockholders, in each case, relating to or arising out of this Agreement, the Debt Financing, the Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, none of the Seller Parent and its Affiliates (including, prior to the Closing, the Business Companies) and their respective directors, officers, employees, agents, partners, managers, advisors, members and stockholders shall bring or support any Action (whether in contract or in tort or otherwise) against any of the Debt Financing Sources, and none of the Debt Financing Sources and their respective directors, officers, employees, agents, partners, managers, advisors, members and stockholders shall bring or support any Action (whether in contract or in tort or otherwise) against the Seller Parent or any of its Affiliates (excluding, following the Closing, the Business Companies and any other obligor and security provider under the Debt Financing Agreements), in each case, relating to or arising out of this Agreement, the Debt Financing, the Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; and (g) agrees (x) that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 9.19 (or any of the defined terms used in this Section 9.19) and (y) to the extent any amendments to any provision of this Section 9.19 (or any of the defined terms used in this Section 9.19 or any other provision of this Agreement to the extent a modification, waiver or termination of such defined term or provision would modify the substance of this Section 9.19 or such defined terms) are adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 9.19 shall in any way affect a party’s rights and remedies against the Debt Financing Sources or Buyer or its Affiliates under the Debt Financing Agreements to the extent they are a party thereto.” (mmm) Clause (xi) on Annex B of the Agreement is hereby amended and restated in its entirety as follows:

Debt Financing Sources. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, each of the Parties on behalf of itself Seller Related Party and each of its Affiliates herebyother Party hereto: (ia) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby 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; (ii) agrees that any such Proceeding shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws of another state); (iii) agrees it will not to bring or support any Person, or permit any of its 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, to this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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, New York, Manhattan within the City of New York; (ivb) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts described in clause (a); (c) agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in SECTION 8.5 (Notices) shall be effective service of process upon against it for any such Party action brought in any such Proceeding shall be effective if notice is given court described in accordance with Section 10.10clause (a); (vd) 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 courtcourt described in clause (a); (vi)e) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (f) agrees that, except as specifically set forth in the Debt Financing Commitments, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Lender Parties in any way relating to the Debt Financing Commitments or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, 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 intended third-party beneficiaries of, and shall be entitled to the protections of this SECTION 8.14 to the same extent as if the Debt Financing Sources were parties to this Agreement; (y) this SECTION 8.14 (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of this Section) may not be amended, supplemented, waived or otherwise modified in any manner that is materially adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources; and (z) no Seller Related Party (other than the Parent and the Merger Sub) shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, and no Debt Financing Source shall have any rights or claims against any Seller Related Party (other than Parent and Merger Sub) in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing will not limit the rights of the parties to the Debt Financing under any commitment letter related thereto.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties on behalf of itself and each of its controlled Affiliates hereby: (ia) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving all issues and questions concerning and against the Debt Financing Sources, Sources in any way arising out of or relating to, to this Agreement, the Debt Financing Agreement or any of the agreements (including the Debt Commitment Letter) debt financing entered into in connection with the transactions contemplated by this Agreement (the “Debt Financing”) or any the definitive agreements relating to the Debt Financing (the “Definitive Debt Financing Agreements”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (whether based in contract, tort or otherwise) or the performance thereof, shall be 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, 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 without giving effect to any such Proceeding to the exclusive jurisdiction choice of such court; law or conflict of law rules or provisions (ii) agrees that any such Proceeding shall be governed by the Laws 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 laws of another state); any jurisdiction other than the State of New York, (iiib) agrees that it will not to bring or support or permit any of its Affiliates 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, to this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement 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; , 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 (ivand the appellate courts thereof), (c) 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 waivesknowingly, intentionally and voluntarily waives to the fullest extent that it may effectively do sopermitted by applicable law trial by jury in any legal action (whether in law or in equity, whether in contract or in tort or otherwise) brought against the Debt Financing Sources in any way arising (directly or indirectly) out of or relating to this Agreement, the defense Debt Financing, the Definitive Debt Financing Agreements or any of an inconvenient forum the transactions contemplated hereby or thereby or the performance of any services thereunder, (d) agrees that none of the Debt Financing Sources will have any liability to any of the Seller, its Affiliates or their respective directors, officers, employees, agents, partners, managers, members and stockholders relating to or arising out of this Agreement, the Debt Financing or the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, and the Seller, its Affiliates or their respective directors, officers, employees, agents, partners, managers, members and stockholders shall not bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any of the Debt Financing Sources relating to or in any way arising out of this Agreement, the Debt Financing, the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, and (e) agrees (x) that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 13.17 (or the definitions of any terms used in this Section) and (y) to the maintenance extent any amendments to any provision of this Section 13.17 (or any of the defined terms used herein or therein or any other provision of this Agreement to the extent a modification, waiver or termination of such Proceeding defined term or provision would modify the substance of such Section) or, solely as they relate to such Section, the definitions of any terms used) are adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 13.17 shall in any such courtway affect a party’s rights and remedies under the Definitive Financing Agreements to the extent they are a party thereto. [The remainder of this page has been intentionally left blank; (vi)the next page is the signature page.]

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, each of the Parties Sellers, on behalf of itself and each of its Affiliates hereby: Related Parties, hereby (i) agrees acknowledges that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving none of the Debt Financing SourcesSources shall have any liability to such Seller or Related Parties under this Agreement or for any claim based on, arising out of in respect of, or relating by reason of, the transactions contemplated hereby, including any dispute related to, or arising from, the Debt Financing, the Debt Commitment Letter or the performance thereof, (ii) waives any rights or claims such Seller or Related Parties may have against any of the Debt Financing Sources in connection with this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into Letters, whether at law or equity, in connection with the Debt Financing contract, in tort 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 availableotherwise, 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; (ii) agrees that any such Proceeding shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws of another state); (iii) agrees not to bring commence (and if commenced agree to dismiss or support otherwise terminate (to the extent within such Seller’s control), and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit 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, proceeding against any Debt Financing Source in any way arising out of or relating to, connection with this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement Letter or any of the transactions contemplated hereby hereby. With respect to any dispute or thereby proceeding relating to this Section 13.17, the Sellers, on behalf of themselves and their respective Related Parties, (w) submit to the exclusive jurisdiction of the courts of the State of New York or federal courts of the performance United States of any services thereunder America, in any forum other than any federal or state court each case, sitting in the Borough of Manhattan, New Yorkand any appellate court from any thereof (the courts described in this clause (w), New York; (iv) agrees the “Applicable Courts”), and agree that service all claims in respect of process upon such Party in any such Proceeding shall litigation may be effective if notice is given heard and determined only in accordance with Section 10.10; the Applicable Courts, (vx) irrevocably waiveswaive, to the fullest extent that it may effectively legally do so, any objection which they may now or hereafter have to the laying of venue of any proceeding in any Applicable Court, (y) waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such Proceeding proceeding in any Applicable Court, and (z) agree that a final judgment in any such court; (vi)proceeding shall be conclusive and may be enforced in other jurisdictions by suit in on the judgment or any other manner provided by law.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrarycontrary (but in all cases subject to and without in any way limiting the rights, remedies and claims of JBT and its Affiliates under or pursuant to the Bridge Financing, the Commitment Letter or any other agreement entered into with respect to the Debt Financing), each of the Parties on behalf of itself and each of its Affiliates hereby: (ia) agrees that any Proceeding, legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Committed Financing Sources, arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; (ii) court and agrees that any such Proceeding dispute shall be governed by by, and construed in accordance with, the Laws of the State of New York (provided, however, that notwithstanding the 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 “certain funds representation” (as such term or similar term may be defined in the Bridge Financing Agreement) or “specified acquisition agreement representation” (as such term or similar term may be defined in the Commitment Letter) and whether as a result of any inaccuracy thereof 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 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, without giving effect to any conflicts choice or conflict of law principles provision or rule that would result in cause the application of Laws of any other jurisdiction); provided, however, that the Transaction and the Tender Offer and matters related thereto shall, to the extent required by the Laws of another state); 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, (iiib) agrees not to bring or support or permit any of its Affiliates to bring or support any Proceeding 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, to this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing 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 ManhattanSubject Court, New York, New York; (iv) 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; (vc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding action in any such court; Subject Court, (vi)d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable legal requirements trial by jury in any legal action brought against the Committed Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (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 Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Committed Financing Source or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (x) that the Committed Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in Section 14.5 or this Section 16.2 (and the definitions of any terms used in Section 14.5 or this Section 16.2) and (y) to the extent any amendments to any provision of Section 14.5 or this Section 16.2 (or, solely as they relate to such Section, the definitions of any terms used in Section 14.5 or this Section 16.2) are adverse to the Committed Financing Sources, such provisions shall not be amended without the prior written consent of the Committed Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 16.2 shall in any way affect any Party’s or any of their respective Affiliates’ rights and remedies under any binding agreement between a Committed Financing Source and such party.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Company on behalf of itself and each the Company Subsidiaries (but excluding, for the avoidance of its Affiliates doubt, the Parent Parties and their Affiliates) hereby: (i) agrees that any ProceedingAction, whether in law Law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing SourcesSources Related Parties, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions Transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Proceeding Action to the exclusive jurisdiction of such court; , and such Action (iiexcept to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) agrees that any such Proceeding shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws laws of another statejurisdiction); , (iiiii) agrees not to bring or support or permit any of its Affiliates 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, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement or any of the transactions Transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York; , (iviii) agrees that service of process upon such Party the Company or its subsidiaries in any such Proceeding Action or proceeding shall be effective if notice is given in accordance with Section 10.10; 9.4, (viv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court; , (v) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the Transactions contemplated hereby or thereby or the performance of any services thereunder (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent Parties and their Affiliates against the Debt Financing Sources Related Parties with respect to the Debt Financing or any of the transactions contemplated thereby or the any services thereunder), (vi)) agrees that none of the Debt Financing Sources Related Parties will have any liability to Company, its Affiliates, directors, officers, employees, agents, partners, managers, members or shareholders related to or arising out of this Agreement, the Debt Financing, the Debt Financing Commitments or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, and (vii) agrees that the Debt Financing Sources Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 9.17. 103 IN WITNESS WHEREOF, Parent, REIT Merger Sub, OP Merger Sub, the Company and the Company Operating Partnership have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. 1776 PORTFOLIO INVESTMENT, LLC By: KSL Capital Partners VI, L.P. Its Managing Member By: KSL Capital Partners VI GP, LLC, Its General Partner By: /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: Chief Financial Officer 1776 PORTFOLIO REIT MERGER SUB, LLC By: 1776 Portfolio Investment, LLC Its Managing Member By: /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: CFO, Treasurer & Assistant Secretary 1776 PORTFOLIO OP MERGER SUB, LP By: 1776 Portfolio Investment, LLC Its General Partner By: /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: CFO, Treasurer & Assistant Secretary

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Company hereby, on behalf of itself and its Subsidiaries, each Seller Related Party and each of its Affiliates herebythe other parties hereto, subject to the final sentence of this Section 11.19: (ia) agrees that it will not bring or support any Proceedingaction, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, involving against the Buyer’s debt financing sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement (the “Debt Financing Sources”), including but not limited to any dispute arising out of or relating to, this Agreement, in any way to the Debt Financing or any of the agreements (including the Debt Commitment Letter) Buyer’s debt financing arrangements entered into in connection with the transactions contemplated by this Agreement (the “Debt Financing Financing”) or any of the performance thereof or 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; , (iib) agrees that any such Proceeding 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 state); , except as otherwise provided in any applicable definitive document relating to the Debt Financing, including any debt commitment letter, (iiic) agrees not that service of process, summons, notice or document by registered mail addressed to bring the Company at its address provided in Section 11.6 shall be effective service of process against the Company and its Subsidiaries for any such action brought in any such court, (d) waives and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or support hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court, (e) waives to the fullest extent permitted by applicable Law all rights of trial by jury in any action, proceeding or permit counterclaim (whether based upon contract, tort or otherwise) brought against the Debt Financing Sources arising out of or relating to, this Agreement, the Debt Financing, the debt commitment letter or any of its Affiliates to bring the transactions contemplated hereby or support any Proceeding thereby or the performance of any kind services thereunder, (f) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or descriptionin any other manner provided by law, (g) agrees that none of the sources providing the Debt Financing will have any liability to the Company or its Subsidiaries relating to or arising out of this Agreement, the Debt Financing, any applicable definitive document relating to the Debt Financing, including any debt commitment letter, or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, (g) agrees that the Debt Financing Sources are express third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 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 on and enforce the provisions of such Sections. No Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature. Notwithstanding (i) the foregoing, nothing in this Section 11.19 shall in any way limit or modify the rights and obligations of Buyer under this Agreement as with respect to the Debt Financing Sources or any Debt Financing Source’s obligations to Buyer under the any applicable definitive document relating to the Debt Financing, including any debt commitment letter (it being understood that following consummation of the transactions contemplated by this Agreement, nothing in this Section 11.19 shall limit the rights of any of the parties to any definitive documentation relating to the Debt Financing), (ii) anything to the contrary contained herein, no Seller Related Party (other than Buyer) shall have any rights or claims against any Debt Financing Source in any way arising out of or relating to, connection with this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement or any of the transactions contemplated hereby or thereby 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 performance 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 services thereunder commitment letter related thereto, (iii) Sections 11.3, 11.16 and 11.19 (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) may not be amended, supplement, waived or otherwise modified in any forum other than any federal manner that impacts or state court in the Borough of Manhattan, New York, New York; (iv) agrees that service of process upon such Party is otherwise adverse in any such Proceeding shall be effective if notice is given in accordance with Section 10.10; (v) irrevocably waives, respect to the fullest extent that it may effectively do so, Debt Financing Sources without the defense prior written consent of an inconvenient forum to the maintenance of such Proceeding in any such court; (vi)Debt Financing Sources.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties on behalf of itself and each of its Affiliates herebyParties: (ia) agrees that any Proceeding, all actions (whether in law or in equity, equity and whether in tort, contract or in tort or otherwise) that may be based upon, involving the Debt Financing Sources, arising arise out of or relating to, relate to this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; , and such action (iiexcept to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter or in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) agrees that any such Proceeding shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application York, regardless of the Laws that might otherwise govern under applicable principles of another state); conflicts of laws, (iiib) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Proceeding of 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 to, relate to this Agreement, the Debt Financing, Financing or any of the agreements (including the Debt Commitment Letter, any Definitive ) entered into in connection with the Debt Financing Agreement 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; , (iv) 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; (vc) irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding action in any such court; , (vid) irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury in any action brought against the Debt Financing Sources directly or indirectly arising out of, under or in connection with 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, (e) agrees that the Debt Financing Sources are express third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.13 and the provisions of Section 10.1(c), Section 10.10(b), Section 10.11 and Section 10.13 (and any other provisions of this Agreement to the extent a modification thereof would affect the substance of any of the foregoing) and (f) under no circumstances shall any Party to this Agreement be entitled to recovery from any Debt Financing Source any consequential, indirect, punitive, exemplary or special damages arising out of or relating to the transactions contemplated by this Agreement or the Debt Financing.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Company on behalf of itself itself, its members, partners, the Company Subsidiaries, and each of its Affiliates their respective Affiliates, directors, officers, shareholders, employees, representatives or agents hereby: (i) agrees that any Proceeding, all Legal Proceedings by or before a Governmental Body (whether in at law or in equity, whether in tort, contract or in tort or otherwise) that may be based upon, involving the Debt Financing Sources, arising arise out of or relating to, relate to this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder involving the Financing Source Related Parties shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding to the exclusive jurisdiction of such court; (ii) agrees that any , and such Legal Proceeding shall be governed by the Laws laws of the State of New York (without giving effect to any York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law principles that would result in the application of the Laws of another state); laws, (iiiii) 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 Body (whether, whether in at law or in equity, whether in tort, contract or in tort or otherwise) that may be based upon, against any Debt Financing Source in any way arising arise out of or relating to, relate to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the agreements (including the Commitment Letter, any Definitive Debt ) entered into in connection with the Financing Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against any Financing Source Related Party or their Representatives in any forum other than any federal or state court in the Borough of Manhattan, New York, New York; , (iviii) agrees that service of process upon such Party the Company, the Company Subsidiaries and each of its controlled Affiliates in any such Legal Proceeding by or before a Governmental Body shall be effective if notice is given in accordance with Section 10.10; 9.6, (viv) irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, the defense of an inconvenient forum to the maintenance of such Legal Proceeding in any such court; , (v) irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury in any such Legal Proceeding brought against the Financing Sources Related Parties directly or indirectly arising out of, under or in connection with this Agreement, the Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (vi)) agrees that this Agreement may not be enforced against any Financing Source Related Party or their Representatives and agrees that none of the Financing Source Related Parties will have any liability to the Company or any of the Company Subsidiaries or any of their respective controlled Affiliates or Representatives (in each case, other than Buyer, Merger Sub and their respective subsidiaries) relating to or arising out of this Agreement, the Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (whether, in equity or law, in tort, contract or otherwise) (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of the Buyer against the Financing Sources with respect to the Financing or any of the transactions contemplated thereby or any services thereunder) and (vii) agrees that the Financing Source Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 9.16 and such provisions and the definition of “Financing Sources” and “Financing Source Related Parties” shall not be amended in any way material and adverse to the Financing Source Related Parties without the prior written consent of the Financing Sources. ** REMAINDER OF PAGE INTENTIONALLY LEFT BLANK **

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties parties on behalf of itself and each of its controlled Affiliates hereby: (ia) agrees that any Proceeding, legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing Sources, arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements (including Financing, the Debt Commitment Letter) , the definitive agreements entered into in connection with the Debt Financing (the “Definitive Debt Financing Agreements”) or any of the transactions 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; (ii) court and agrees that any such Proceeding dispute shall be governed by by, and construed in accordance with, the Laws of the State of New York York, (without giving effect to any conflicts of law principles that would result in the application of the Laws of another state); (iiib) agrees not to bring or support or permit any of its controlled Affiliates or any other Person to bring or support any Proceeding 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 Sources in any way arising out of or relating to, to this Agreement, the Debt Financing, the Debt Commitment Letter, any the Definitive Debt Financing Agreement 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 ManhattanSubject Court, New York, New York; (iv) 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; (vc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding legal action in any such court; Subject Court, (vid) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action (whether in law or in equity, whether in contract or in tort or otherwise) brought against the Debt Financing Sources in any way arising (directly or indirectly) out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing 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 Sources will have any liability to the Seller, its Affiliates or their respective directors, officers, employees, agents, partners, managers, members and stockholders relating to or arising out of this Agreement, the Debt Financing, any commitment letter related thereto, the Definitive Debt Financing Agreements or any of the agreements entered into in connection with the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Agreements, any of the transactions contemplated hereby or thereby, any oral representations made or alleged to have been made in connection herewith or therewith or the performance of any services thereunder and that the Seller and each of its Affiliates and their respective representatives shall not bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any of the Debt Financing Sources relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Debt Financing Source or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (x) that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in Section 9.3 and this Section 11.10 (or the definitions of any terms used in this Section 11.10) and (y) to the extent any amendments to any provision of this Section 11.10 (or, solely as they relate to such Section, the definitions of any terms used in this Section 11.10) relate to the provisions of this Section 11.10, the definition of “Debt Financing Sources” or are otherwise materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 11.10 shall in any way affect Buyer’s or any of its Affiliates’ rights and remedies under any agreement under the Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything to the contrary contained in this Agreement Agreement, to the contraryextent applicable, each of the Parties on behalf of itself and each of its Affiliates herebyParties: (ia) agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby 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; (ii) agrees that any such Proceeding shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws of another state); (iii) agrees it will not to bring or support or permit any of its Affiliates to bring or support any Proceeding Person in any action, cause of any kind action, suit, litigation, arbitration, investigation, hearing or descriptionother legal proceeding, whether in at law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Source Sources in any way arising out of or relating to, to this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement or any of the transactions contemplated hereby hereby, including, but not limited to, any dispute arising out of or thereby relating in any way to any commitment letter in connection with any Debt Financing in connection with the transactions contemplated by this Agreement obtained by the Parent or its Affiliates on or after the date of this Agreement (a “Debt Commitment Letter”) or the performance 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, New York, Manhattan within the City of New York; (ivb) agrees that service of process upon such Party that, except as specifically set forth in any such Proceeding Debt Commitment Letter, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources in any way relating to any such Debt Commitment Letter or the performance thereof or the financings contemplated thereby, shall be effective if notice is given exclusively governed by, and construed in accordance with Section 10.10with, the Laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of New York; and (vc) irrevocably hereby waives, to the fullest extent that it may effectively do sopermitted by law, any right to trial by jury of any claim, demand, action, or cause of action arising under any such Debt Commitment Letter or the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, subject to the rights of the parties to any such Debt Commitment Letter, the defense Company hereby acknowledges and agrees that neither it, nor any of an inconvenient forum the Company Related Parties shall have any rights or claims against any Debt Financing Sources or their Affiliates or representatives, in any way relating to this Agreement, any Debt Financing, such Debt Commitment Letter or any of the transactions contemplated hereby, whether at law or in equity, in contract, in tort or otherwise; provided, however, that (i) the foregoing shall not apply to any breach by any Debt Financing Source or its Affiliates or representatives of any confidentiality obligation owing to the maintenance Company, Parent or their respective Affiliates and (ii) nothing in this Section 9.20 shall in any way limit or modify the rights and obligations of Parent or its Affiliates under any such Debt Commitment Letter. Notwithstanding anything to the contrary contained in this Agreement, (A) the Debt Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of this Section 9.20 and (B) no amendments to any provision of this Section 9.20 (or solely for purposes of their use in such Section, the definitions of any terms used in any of such Proceeding in Sections) that materially adverse to the Debt Financing Sources, shall be effective as to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to any such court; (vi)Debt Commitment Letter.

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, each of the Parties Sellers, on behalf of itself themselves and each of its their Affiliates hereby: and representatives, hereby (i) agrees acknowledge that none of the Debt Financing Sources shall have any Proceedingliability under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute related to, or arising from, the Financing, the related commitment letter or the performance thereof, (ii) waive any rights or claims against any of the Debt Financing Sources in connection with this Agreement, the Financing or the related commitment letter, whether in at law or in equity, whether in contract or contract, in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions 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; (ii) agrees that any such Proceeding shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws of another state); (iii) agrees agree not to bring commence (and if commenced agree to dismiss or support otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit 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, proceeding against any Debt Financing Source in any way arising out of or relating to, connection with this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement Letter or any of the transactions contemplated hereby hereby. With respect to any dispute or thereby proceeding relating to this Section 14.20, the Sellers, on behalf of themselves and their Affiliates and representatives, (a) agree that all issues and questions concerning the construction, validity, interpretation and enforceability of this Section 14.20 shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the performance State of New York or any other jurisdiction) that would cause the application of the laws of any services thereunder in any forum jurisdiction other than any the State of New York, (b) submit to the exclusive jurisdiction of the courts of the State of New York or federal or state court courts of the United States of America, in each case, sitting in the Borough of Manhattan, New Yorkand any appellate court from any thereof (the courts described in this clause (b), New York; (iv) agrees the "Applicable Courts"), and agree that service all claims in respect of process upon such Party in any such Proceeding shall litigation may be effective if notice is given heard and determined only in accordance with Section 10.10; the Applicable Courts, (vc) irrevocably waiveswaive, to the fullest extent that it they may effectively legally do so, any objection which they may now or hereafter have to the laying of venue of any proceeding in any Applicable Court, (d) waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such Proceeding proceeding in any Applicable Court, and (e) agree that a final judgment in any such court; (vi)proceeding shall be conclusive and may be enforced in other jurisdictions by suit or any other manner provided by law. Nothing in this Section 14.20 is intended to, or shall, affect the rights or remedies of the actual parties to the Debt Commitment Letter related to the Debt Financing or the Debt Financing Documents therefor. * * * *

Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the Parties Representative and the Company, on behalf of itself themselves and each of its Affiliates their controlled Affiliates, hereby: (ia) agrees that any ProceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby 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; , (iib) agrees that any such Proceeding Action shall be governed by the Laws laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws laws of another state); , except as otherwise provided in the Debt Commitment Letter or other applicable definitive document relating to the Debt financing, (iiic) agrees not to bring or support or permit any of its Affiliates 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, this Agreement, the Debt Financing, the Debt Commitment Letter, any Definitive Debt Financing Agreement 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; , (ivd) agrees that service of process upon such Party it or any of its Subsidiaries or controlled Affiliates in any such Proceeding Action or proceeding shall be effective if notice is given in accordance with Section 10.10; (v) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court; (vi)9.09,