Common use of Debt Financing Sources Clause in Contracts

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciary, advisory or agency relationship between the Debt Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement and the Debt Financing, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties thereto.

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

Debt Financing Sources. The Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself and its Affiliates acknowledge and agree subsidiaries hereby: (i) agrees that (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryany Action, advisory whether in law or agency relationship between the Debt Financing Sourcesin equity, on the one handwhether in contract or in tort or otherwise, and the Parent or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement and the Debt Financing, irrespective of whether involving the Debt Financing Sources have advised Related Parties, arising out of or are advising the Parent or the Company on other mattersrelating to, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and this Agreement, the Debt Financing Sources, on or any of the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of agreements entered into in connection with the Debt Financing Sourcesor 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, (c) the Parent New York, New York, so long as such forum is and the Company are capable of evaluating and understandingremains available, and Parent any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the Company understand exclusive jurisdiction of such court, and accept, such Action (except to the terms, risks and conditions extent relating to the interpretation of the transactions contemplated by any provisions in this Agreement and the Debt Financing, (d) Parent and the Company have been advised that including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (ii) agrees not to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources are engaged Related Party in a broad range any way arising out of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that relating to, this Agreement, the Debt Financing Sources do not have or any obligation to disclose of the Transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees that service of process upon the Company or its subsidiaries in any such interests and transactions Action or proceeding shall be effective if notice is given in accordance with Section 9.4, (iv) irrevocably waives, to the Parent or fullest extent that it may effectively do so, the Company by virtue defense of an inconvenient forum to the maintenance of such Action in any fiduciarysuch court, advisory or agency relationship (v) knowingly, intentionally and (e) the Company and its Affiliates waive, voluntarily waives to the fullest extent permitted by law, applicable Law trial by jury in any claims the Company and its Affiliates may have Action brought against the Debt Financing Sources for breach in any way arising out of fiduciary duty or alleged breach relating to, this Agreement, the Debt Financing or any of fiduciary duty 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 agree (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 have be amended in any liability (whether direct or indirect) way material and adverse to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right Debt Financing Sources Related Parties without the prior written consent of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoFinancing Sources.

Debt Financing Sources. The Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself, its Subsidiaries and each of its controlled Affiliates acknowledge and agree hereby: (i) agrees that (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryany Action, advisory whether in law or agency relationship between in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, on solely in their respective capacities as lenders or arrangers in connection with any Financing that is debt financing (the one hand"Debt Financing"), and arising out of or relating to, this Agreement, any Debt Financing or any of the Parent agreements entered into in connection with the Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of 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 Action to the exclusive jurisdiction of such court, (ii) agrees that any such Action shall be governed by this Agreement and the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable definitive document relating to the Debt Financing, irrespective (iii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources, 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 Sources have advised or are advising any of the Parent transactions contemplated hereby or thereby or the Company on performance of any services thereunder in any forum other mattersthan any federal or state court in the Borough of Manhattan, New York, New York, (biv) each Debt Financing Source agrees that service of process upon the Company, its Subsidiaries or its controlled Affiliates in any such Action or proceeding shall be effective if notice is acting solely as a principal given in accordance with clause 27, (v) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (vi) knowingly, intentionally and not as an agent of voluntarily waives to the Parent under the Debt Commitment Letter and fullest extent permitted by applicable Law trial by jury in any Action brought against the Debt Financing Sources, on solely in their respective capacities as lenders or arrangers in connection with the one handDebt Financing, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly in any way arising out of or indirectly give rise relating to, nor do Parent this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the Company rely onperformance of any services thereunder, any fiduciary duty on the part (vii) agrees that none of the Debt Financing Sources, (c) solely in their respective capacities as lenders or arrangers in connection with the Parent and Debt Financing, will have any liability to the Company are capable or any of evaluating its Subsidiaries or any of their respective controlled Affiliates or Representatives (in each case, other than the 106 / 107 Buyer, its Subsidiaries and understanding, and Parent and the Company understand and acceptany of their Affiliates) relating to or arising out of this Agreement, the terms, risks and conditions Debt Financing or any of the transactions contemplated by this Agreement 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 the Debt Financing, (dviii) Parent and the Company have been advised agrees that the Debt Financing Sources are engaged in a broad range express third party beneficiaries of, and may enforce, any of transactions that may involve interests that differ from the Parent’s or the Company’s interests 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 do not have any obligation to disclose such interests and transactions to without the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right prior written consent of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Primary Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoSources.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each of the parties on behalf of itself and each of its Affiliates acknowledge and agree that hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any legal action (whether in Law or in equity, advisory whether in contract or agency relationship between in tort or otherwise), involving the Debt Financing Sources, on arising out of or relating to this Agreement, the one handDebt Financing, and the Parent Debt Commitment Letter or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such Subject Courts and agrees that any such dispute shall be governed by, and construed in accordance with, the Laws of the State of New York, except as otherwise set forth in 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 choice or conflict of Law provision or rule that would cause the application of Laws of any other jurisdiction, (b) agrees not to bring or support or permit any of its Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in Law or in equity, whether in contract or in tort or otherwise), against the Debt Financing Sources in any way arising out of or relating to this Agreement and Agreement, the Debt Financing, irrespective the Debt Commitment Letter or any of whether the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Sources have advised in any way arising out of or are advising relating to this Agreement, the Parent or the Company on other mattersDebt Financing, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and or any of the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly transactions contemplated hereby or indirectly give rise to, nor do Parent thereby or the Company rely onperformance of any services thereunder, any fiduciary duty on the part (e) agrees that none of the Debt Financing Sources, (c) Sources will have any liability to any of the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and acceptSeller Related Parties, the termsCompany, risks and conditions 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 by 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 and Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (df) Parent 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 Company have been advised 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 engaged express third party beneficiaries of, and may enforce, any of the provisions in a broad range of transactions that may involve interests that differ from the Parent’s this Section 12.16 (or the Company’s interests and that 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 do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (eiii) that, notwithstanding anything contained in Section 12.5, Buyer may assign this Agreement or any of the Company and 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 waive, and to the fullest extent permitted by law, any claims the Company and its Affiliates may have against purchaser (including the Debt Financing Sources for breach Sources) or other transferee in any foreclosure sale or other exercise of fiduciary duty remedies thereby, and any such lenders (or alleged breach of fiduciary duty and agree that agent, trustee or other representative) or such purchaser (or other transferee) (including the Debt Financing Sources 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 have relieve Buyer of any liability of its obligations hereunder (whether direct or indirect) the obligations of the Guarantors under the Limited Guaranty or the Equity Commitment Letter). Notwithstanding anything contained herein to the Company contrary, nothing in this Section 12.16 shall in any way affect any party hereto’s or any of its Affiliates’ rights and its Affiliates in respect of such remedies under any binding agreement to which a fiduciary duty claim or to any person asserting Debt Financing Source is a fiduciary duty claim on behalf of or in right of the Companyparty, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended Letter. No Debt Financing Source shall be subject to confer any benefits uponspecial, consequential, punitive or create any rights in favor of, any person (including the Company) other than the parties theretoindirect damages or damages of a tortious nature.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary (but in all cases subject to and without in any way limiting the rights, remedies and claims of Parent and its Affiliates acknowledge under or pursuant any agreement entered into with respect to the Debt Financing), each of the parties to this Agreement on behalf of itself and agree that each of its controlled affiliates hereby: (a) each Debt agrees that any legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving the Committed Financing Source will act as an independent contractor for the Parent and no fiduciarySources, advisory arising out of or agency relationship between relating to this Agreement, the Debt Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the Debt Financing“Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, irrespective 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 Debt Financing Sources have advised 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 choice or are advising conflict of law provision or rule that would cause the Parent or the Company on application of Laws of any other mattersjurisdiction), (b) each Debt agrees not to bring or support or permit any of its controlled affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against the Committed Financing Source is acting solely as a principal and not as an agent Sources in any way arising out of the Parent under the Debt Commitment Letter and or relating to this Agreement, the Debt Financing Sources, on or any of the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly transactions contemplated hereby or indirectly give rise to, nor do Parent thereby or the Company rely on, performance of any fiduciary duty on the part of the Debt Financing Sourcesservices thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and acceptfullest extent that it may effectively do so, the terms, risks and conditions defense of an inconvenient forum to the transactions contemplated by this Agreement and the Debt Financingmaintenance of such action in any such Subject Court, (d) Parent knowingly, intentionally and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, voluntarily waives to the fullest extent permitted by lawapplicable 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, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach or any of fiduciary duty the transactions contemplated hereby or alleged breach thereby or the performance of fiduciary duty and agree any services thereunder, (e) agrees that none of the Debt Committed Financing Sources shall not will have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including 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’s stockholders, employees its Subsidiaries or creditors. The Company 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 its Affiliates further acknowledge 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 agree (g) agrees (x) that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor Committed Financing Sources are express third party beneficiaries of, and may enforce, any person of the provisions in this Section 9.14 (including and the Companydefinitions of any terms used in this Section 9.14) other than and (y) to the parties thereto.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. The Company Notwithstanding anything in this Agreement to the contrary, each of the Parties on behalf of itself and each of its Affiliates acknowledge and agree hereby: (i) agrees that (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryany Proceeding, advisory whether in law or agency relationship between in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, on arising out of or relating to, this Agreement, the one hand, and Debt Financing or any of the Parent agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of 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 and Agreement, the Debt Financing, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Letter, any Definitive Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly Agreement or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s hereby or thereby or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue performance of any fiduciaryservices thereunder in any forum other than any federal or state court in the Borough of Manhattan, advisory or agency relationship and New York, New York; (eiv) the Company and its Affiliates waiveagrees 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 permitted by lawthat it may effectively do so, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach defense of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) an inconvenient forum to the Company and its Affiliates in respect maintenance of such a fiduciary duty claim or to Proceeding in any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person such court; (including the Company) other than the parties thereto.vi)

Debt Financing Sources. The Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself and its Affiliates acknowledge and agree Subsidiaries hereby: (i) agrees that (a) each any Proceeding, whether in Law or in equity, whether in contract or in tort or otherwise, involving any Debt Financing Source will act as an independent contractor for the Parent and no fiduciarySources Related Party, advisory arising out of or agency relationship between relating to, this Agreement, the Debt Financing Sourcesor any of the agreements entered into in connection with the Debt Financing, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and the 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 (except to the extent relating to the interpretation of any provisions in this Agreement and the Debt Financing, irrespective of whether (including any provision in any documentation related to the Debt Financing Sources have advised or are advising that expressly specifies that the Parent or interpretation of such provisions shall be governed by and construed in accordance with the Company on other mattersLaw of the State of Delaware)) shall be governed by the Laws of the State of New York (without giving effect to any conflicts of Law principles that would result in the application of the Laws of another jurisdiction), (bii) each agrees not to bring or support any action of any kind or description, whether in Law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source is acting solely as a principal and not as an agent Sources Related Party in any way arising out of the Parent under the Debt Commitment Letter and or relating to, this Agreement, the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and hereby or thereby or the Debt Financingperformance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) Parent and agrees that service of process upon the Company have been advised that the Debt Financing Sources are engaged or its Subsidiaries in a broad range of transactions that may involve interests that differ from the Parent’s any such action or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions Proceeding shall be effective if notice is given in accordance with Section 9.4, (iv) irrevocably waives, to the Parent or fullest extent that it may effectively do so, the Company by virtue defense of an inconvenient forum to the maintenance of such action in any fiduciarysuch court, advisory or agency relationship (v) knowingly, intentionally and (e) the Company and its Affiliates waive, voluntarily waives to the fullest extent permitted by law, applicable Law trial by jury in any claims the Company and its Affiliates may have action brought against the Debt Financing Sources for breach in any way arising out of fiduciary duty or alleged breach relating to, this Agreement, the Debt Financing or any of fiduciary duty 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 agree 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 have be amended, modified or waived in any liability (whether direct or indirect) way material and adverse to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right Debt Financing Sources Related Parties without the prior written consent of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoFinancing Sources Related Parties.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each party hereto, on behalf of itself, its subsidiaries and controlled affiliates, acknowledges and irrevocably agrees (i) that any legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise against any source of debt financing in connection with a Financing Transaction (such person, together with its Affiliates acknowledge affiliates and agree Representatives, a “Debt Financing Source”) arising out of or relating to this Agreement, a debt Financing Transaction or any commitment letter related thereto or the performance thereof or the transactions contemplated hereby or thereby shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City and State of New York (whether a state or a federal Court), and any appellate court from thereof, (ii) that (a) each any such legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source will act as an independent contractor for the Parent and no fiduciary, advisory or agency relationship between the Debt Financing Sources, on the one handshall be governed by, and construed in accordance with, the Parent laws of the State of New York, (iii) not to bring or the Company, on the other hand, is intended to be or has been created in respect of permit any of the transactions contemplated by this Agreement and the Debt Financing, irrespective of whether the Debt Financing Sources have advised their affiliates to bring or are advising the Parent or the Company on support anyone else in bringing any such legal action in any other matterscourt, (biv) each Debt Financing Source is acting solely as a principal that the provisions of Section 9.9 shall apply to any such legal action and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (cv) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range express third party beneficiaries of transactions that may involve interests that differ from the Parent’s or the Company’s interests this Section 9.14. Amedisys, on behalf of itself and that the Debt Financing Sources do not have any obligation to disclose such interests of its subsidiaries, Representatives and transactions to the Parent or the Company by virtue of any fiduciaryaffiliates thereof, advisory or agency relationship covenants and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree agrees that the Debt Financing Sources shall not have any liability or obligations (whether direct based in contract, tort, fraud, strict liability or indirectotherwise) to Amedisys or any of its subsidiaries, Representatives or affiliates thereof, arising out of or relating to this Agreement or any debt financing. It is also hereby agreed that in no event will Amedisys or its subsidiaries, Representatives or affiliates thereof be entitled to specific performance of any commitment letter or similar agreement entered into by OPCH or Merger Sub for any debt financing against the Company and 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 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 of its Affiliates in respect of such a fiduciary duty claim subsidiaries) against the Debt Financing Sources under any debt commitment letter or the agreements, if any, pertaining to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretosuch debt financing.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, but subject to the proviso to this Section 10.12, each of Liberty, on behalf of itself and its Affiliates acknowledge (without giving effect to the first proviso of the definition thereof) and agree Subsidiaries and each of their respective stockholders, partners and other equity holders, successors, heirs or representatives (in each case, to the extent any such Person is not party hereto, only to the extent such Person is controlled by any party hereto or can otherwise be bound hereby) (“Liberty Related Parties”), but not for the avoidance of doubt SiriusXM or any of its Subsidiaries, hereby: (i) agrees that (a) each any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving any Debt Financing Source will act as an independent contractor for Related Party and arising out of or relating to, this Agreement, the Parent and no fiduciary, advisory or agency relationship between the Debt Financing Sources, on the one hand, and the Parent or the Company, on Alternative Financing or any of the other hand, is intended to be agreements entered into in connection with the Financing or has been created in respect of the Alternative Financing or any of the transactions contemplated by this Agreement and the Debt Financing, irrespective of whether the Debt Financing Sources have advised or are advising the Parent Transaction Agreements or the Company on other mattersperformance 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, and any appellate court thereof and irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, and such Action (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the 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) which shall be governed by and construed in accordance with the laws of the State of Delaware) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (bii) each agrees not to bring, or permit any of their respective successors, heirs or representatives, any of other Liberty Related Party to bring, or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source is acting solely as a principal and not as an agent Related Party in any way arising out of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise relating to, nor do Parent this Agreement, the Financing or the Company rely on, Alternative Financing or any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt FinancingTransaction Agreements or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) Parent agrees that service of process upon Liberty’s or its Subsidiaries or any other Liberty Related Party in any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, involving any Debt Financing Source Related Party in any way arising out of or relating to, this Agreement, the Financing or the Alternative Financing or any of the transactions contemplated by this Agreement and the Company have been advised Transaction Agreements or thereby, or the performance of any services thereunder shall be effective if notice is given in accordance with Section 10.8, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, involving any Debt Financing Sources are engaged Source Related Party in a broad range any way arising out of transactions that may involve interests that differ from or relating to, this Agreement, the Parent’s Financing or the Company’s interests Alternative Financing or any of the transactions contemplated by this Agreement and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent Transaction Agreements or thereby, or the Company by virtue performance of any fiduciaryservices thereunder in any such court, advisory or agency relationship (v) knowingly, intentionally and (e) the Company and its Affiliates waive, voluntarily waives to the fullest extent permitted by lawapplicable 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 the Company and its Affiliates may have 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 breach purposes of fiduciary duty creating a security interest herein or alleged breach otherwise assigning as collateral in respect of fiduciary duty the Financing or the Alternative Financing and agree (ix) agrees that the Debt Financing Sources 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 have be amended in any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or way materially adverse to any person asserting a fiduciary duty claim on behalf 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 in right of the Company, including the Companymodify any Debt Financing Source’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that obligations to SiriusXM under the Debt Commitment Letter is not intended or any other agreement relating to confer any benefits upon, the Financing or create any rights in favor of, any person (including the Company) other than the parties theretoAlternative Financing.

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that Notwithstanding anything in this Agreement to the contrary, each of the parties hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any legal action (whether in law or in equity, advisory whether in contract or agency relationship between in tort or otherwise), involving the Debt Financing SourcesParties, on arising out of or relating to this Agreement, the one handDebt Financing, and any commitment letter with respect to the Parent Debt Financing (the “Debt Commitment Letter”), the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, and construed in accordance with, the laws of the State of New York except as otherwise set forth in the Debt Commitment Letter (including as it relates to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to ‎Section 10.01(c) or decline to consummate the Closing as a result thereof pursuant to ‎Section 9.02(b) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), against the Debt Financing ​ ​ Parties in any way arising out of or relating to this Agreement and Agreement, the Debt Financing, irrespective of whether the Debt Commitment Letter, the Debt Financing Sources have advised Documents or are advising any of the Parent transactions contemplated hereby or thereby or the Company on performance of any services thereunder in any forum other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, than any fiduciary duty on the part of the Debt Financing SourcesSubject Court, (c) irrevocably waives, to the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and acceptfullest extent that it may effectively do so, the terms, risks and conditions defense of an inconvenient forum to the transactions contemplated by this Agreement and the Debt Financingmaintenance of such legal action in any such Subject Court, (d) Parent knowingly, intentionally and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, voluntarily waives to the fullest extent permitted by law, applicable Law trial by jury in any claims the Company and its Affiliates may have legal action brought against the Debt Financing Sources Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, 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 breach of fiduciary duty or alleged breach of fiduciary duty any reason, and agree (g) agrees (i) that the Debt Financing Sources shall not have Parties are express third party beneficiaries of, and may enforce, any liability of the provisions in Section 11.04(d) and this ‎Section 11.14 (whether direct or indirectthe definitions of any terms used in Section 11.04(d) and this ‎Section 11.14) and (ii) to the Company and its Affiliates in respect of such a fiduciary duty claim or extent any amendments to any person asserting a fiduciary duty claim on behalf provision of or Section 11.04(d) and this ‎Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in right 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 CompanyDebt 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 Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoLetter.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary (but in all cases subject to and without in any way limiting the rights, remedies and claims of Parent and its Affiliates acknowledge under or pursuant any agreement entered into with respect to the Debt Financing), each of the parties to this Agreement on behalf of itself and agree that each of its controlled affiliates hereby: (a) each Debt agrees that any legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving the Committed Financing Source will act as an independent contractor for the Parent and no fiduciarySources, advisory arising out of or agency relationship between relating to this Agreement, the Debt Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the Debt Financing“Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, irrespective 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 Debt Financing Sources have advised 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 choice or are advising conflict of law provision or rule that would cause the Parent or the Company on application of Laws of any other mattersjurisdiction), (b) each Debt agrees not to bring or support or permit any of its controlled affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against the Committed Financing Source is acting solely as a principal and not as an agent Sources in any way arising out of the Parent under the Debt Commitment Letter and or relating to this Agreement, the Debt Financing Sources, on or any of the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly transactions contemplated hereby or indirectly give rise to, nor do Parent thereby or the Company rely on, performance of any fiduciary duty on the part of the Debt Financing Sourcesservices thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and acceptfullest extent that it may effectively do so, the terms, risks and conditions defense of an inconvenient forum to the transactions contemplated by this Agreement and the Debt Financingmaintenance of such action in any such Subject Court, (d) Parent knowingly, intentionally and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, voluntarily waives to the fullest extent permitted by lawapplicable 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, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach or any of fiduciary duty the transactions contemplated hereby or alleged breach thereby or the performance of fiduciary duty and agree any services thereunder, (e) agrees that none of the Debt Committed Financing Sources shall not will have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including 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’s stockholders, employees its Subsidiaries or creditors. The Company 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 its Affiliates further acknowledge 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 agree (g) agrees (x) that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor Committed Financing Sources are express third party beneficiaries of, and may enforce, any person of the provisions in this Section 9.14 (including and the Companydefinitions of any terms used in this Section 9.14) other than and (y) to the parties thereto.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. The Company and its Affiliates acknowledge and Notwithstanding anything herein to the contrary, the Parties hereby agree that (a) each no Debt Financing Sources shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided that nothing in this Section 12.17 shall limit the liability or obligations of such Debt Financing Sources under the Debt Commitment Letter, any credit agreement or any other documents governing or evidencing the debt facility, any credit facilities or other financing provided by any Debt Financing Source), (b) only the Purchaser (including its permitted successors and assigns) and the other parties to the Debt Commitment Letter, any credit agreement or any other agreements governing the Debt Financing at their own direction shall be permitted to bring any claim against a Debt Financing Source will act as an independent contractor for the Parent and no fiduciary, advisory or agency relationship between failing to satisfy any obligation to fund the Debt Financing Sources, on pursuant to the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created in respect terms of any such agreement, (c) no amendment or waiver of the transactions contemplated by this Agreement and the Debt Financing, irrespective of whether Section 12.17 or Section 12.11 that is materially adverse to the Debt Financing Sources have advised or are advising in their capacity as such shall be effective without the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent prior written consent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt FinancingLenders to which such amendment is materially adverse, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged express and intended third party beneficiaries of this Section 12.17 or Section 12.11, (e) notwithstanding anything to the contrary in a broad range Section 12.5, except as may be set forth in any the Debt Commitment Letter, any credit agreement or any other documents governing or evidencing the debt facility, any credit facilities or other financing provided by any Debt Financing Source, any Action of transactions that may involve interests that differ from any kind or description (whether at law, in equity, in contract, in tort or otherwise) involving any Debt Financing Source arising out of, in connection with, or relating to the Parent’s Debt Financing, or the Company’s interests performance of services thereunder shall be subject to the jurisdiction of a state or federal court sitting in the City of New York (Borough of Manhattan), State of New York (and that any appellate court thereof), (f) any interpretation of any agreements related to the Debt Financing Sources do not have will be governed by, and construed and interpreted in accordance with, the laws of the State of New York, (g) no party hereto will bring, permit any obligation of their respective controlled Affiliates to disclose bring, or support anyone else in bringing, any such interests and transactions to the Parent or the Company by virtue of Action in any fiduciaryother court, advisory or agency relationship and (eh) the Company and its Affiliates waive, waiver of rights to the fullest extent permitted trial by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates jury set forth in respect of such a fiduciary duty claim or Section 12.6 applies to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretosuch legal proceeding.

Debt Financing Sources. The Company and its Affiliates acknowledge and Notwithstanding anything herein to the contrary, the parties hereby agree that (a) each no Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryor any of their respective former, advisory or agency relationship between the Debt Financing Sources, on the one handcurrent, and the Parent future Affiliates shall have any liability (whether in contract or the Companyin tort, on the other handin law or in equity, is intended 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 be this Agreement or has been created based on, in respect of any or by reason of the transactions contemplated by this Agreement and or its negotiation, execution, performance or breach (provided that nothing in this Section 9.14 shall limit the liability or obligations of such Debt Financing Sources under any debt commitment letter, the fee letter related thereto, any credit agreement or any other documents governing or evidencing the debt facility, any credit facilities or other financing provided by any Debt Financing Source), (b) except as may be set forth in any debt commitment letter, the fee letter related thereto, any credit agreement or any other documents governing or evidencing the debt facility, any credit facilities or other financing provided by any Debt Financing Source, any action of any kind or description (whether at law, in equity, in contract, in tort or otherwise) involving any Debt Financing Source or any Affiliate thereof arising out of, in connection with, or relating to the Debt Financing, irrespective or the performance of whether services thereunder shall be subject to the exclusive jurisdiction of a state or federal court sitting in the City of New York (Borough of Manhattan), State of New York (and any appellate court thereof), (c) any interpretation of any agreements related to the Debt Financing will be governed by, and construed and interpreted in accordance with, the laws of the State of New York, (d) no party hereto will bring, permit any of their respective controlled Affiliates to bring, or support anyone else in bringing, any such action in any other court, (e) the waiver of rights to trial by jury set forth in Section 9.09 applies to any such legal proceeding, (f) only the Parent (including its permitted successors and assigns) and the other parties to any debt commitment letter, the fee letter related thereto, any credit agreement or any other agreements governing the Debt Financing at their own direction shall be permitted to bring any claim against a Debt Financing Source or Affiliate thereof for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of any such agreement, (g) no amendment or waiver of this Section 9.14 or Section 9.06 that is materially adverse to the Debt Financing Sources have advised or are advising in their capacity as such shall be effective without the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent prior written consent of the Parent under lenders party to the Debt Commitment Letter and agreements governing the Debt Financing Sources, on the one handto which such amendment is materially adverse, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (ch) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range express and intended third party beneficiaries of transactions that may involve interests that differ from the Parent’s or the Company’s interests this Section 9.14 and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditorsSection 9.06. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties thereto.[Signature Page Follows] 103

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each of Seller on behalf of itself and its Affiliates acknowledge each of the Seller Indemnified Parties and agree that Buyer on behalf of itself and each of the Buyer Indemnified Parties hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any Action, advisory or agency relationship between involving the Debt Financing Sources, on arising out of or relating to this Agreement, the one handDebt Financing, and the Parent definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement and the Debt Financinghereby or thereby, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) in each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and case involving the Debt Financing Sources, on or the one handperformance of any services under the Debt Financing Documents, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such dispute to the exclusive jurisdiction of such court and agrees that any such Action shall be governed by, and construed in accordance with, the Parentlaws of the State of New York; provided, on 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 choice or conflict of law provision or rule that would cause the application of laws of any other handjurisdiction, have an arm’s(b) agrees not to bring or support or permit any of its Affiliates to bring or support any Action (including any action, cause of action, claim, cross-length business relationship that does not directly claim or indirectly give rise tothird party claim of any kind or description), nor do Parent against the Debt Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the Company rely onperformance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such Subject Court, (d) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action involving any Debt Financing Source involving the transactions contemplated hereby, any fiduciary duty on claim that it is not personally subject to the part jurisdiction of the Subject Courts as described herein for any reason, (e) agrees that none of the Debt Financing SourcesSources will have any liability to Seller, (c) the Parent and the Company are capable or any of evaluating and understanding, and Parent and the Company understand and acceptSeller Indemnified Parties relating to or arising out of this Agreement, the termsDebt Financing, risks and conditions the Debt Financing Documents or any of the transactions contemplated by 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 and 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 (df) Parent and the Company have been advised agrees (x) that the Debt Financing Sources are engaged 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 broad range tortious nature arising out of or relating to this Agreement or the transactions that may involve interests that differ from contemplated hereby. Notwithstanding anything contained herein to the Parentcontrary, nothing in this Section 14.15 or any other DFS Provision shall in any way affect any Buyer’s or the Company’s interests Buyer Indemnified Parties’ rights and that remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Financing Sources do 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 any obligation the meanings assigned to disclose such interests terms in the Purchase Agreement. As applicable, (x) [●] in [his/her] capacity as [●] of Seller, certifies to Buyer, solely in such capacity and transactions to the Parent or the Company by virtue of any fiduciarynot individually, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or Seller and solely with respect to Seller, and (y) [●] in right [his/her] capacity as [●] of the Company, including certifies to Buyer, solely in such capacity and not individually, on behalf of the Company and solely with respect to the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits uponin each case, or create any rights in favor of, any person (including the Company) other than the parties thereto.as follows:

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto: (a) each Debt Financing Source agrees that it will act as an independent contractor for the Parent and no fiduciarynot bring or support any person in any action, advisory suit, proceeding, cause of action, claim, cross-claim or agency relationship between 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 SourcesSources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, on including, but not limited to, any dispute arising out of or relating in any way to the one handDebt Commitment Letter or the performance thereof or the Debt Financing contemplated thereby, 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, except as specifically set forth in the Debt Commitment Letter, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources in any way relating to the Debt Commitment Letter, the performance thereof or its negotiation, execution, performance or breach or any transaction contemplated hereby or the Debt Financing contemplated thereby, shall be exclusively governed by, and construed in accordance with, the Parent or Laws of the Company, on the other hand, is intended State of New York; and (c) hereby irrevocably and unconditionally waives any right such party may have to be or has been created 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 Debt Financing contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, (i) Seller and the Precoat Business and their respective representatives, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any rights or claims against any Debt Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement and or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt FinancingCommitment Letter or the performance thereof or the Debt Financing contemplated thereby, irrespective whether based on contract, tort or strict liability by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation, or applicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party hereto or another Person (including a claim to enforce the Debt Commitment Letter) or otherwise and (ii) no Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to Seller, the Precoat Business, their respective representatives and their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the Debt Financing contemplated thereby, whether based on contract, tort or strict liability by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party hereto or another Person (including a claim to enforce the Debt Commitment Letter) or otherwise; provided that notwithstanding the foregoing, nothing herein shall affect the rights, claims or remedies of Buyer against the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under with respect to the Debt Commitment Letter Letter, the Debt Financing or the definitive documentation with respect thereto or any of the transactions contemplated thereby or the performance of services thereunder. Notwithstanding anything to the contrary contained in this Agreement, (i) the Debt Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of Section 11.02 (Waiver; Amendment), Section 11.08 (Rights of Third Parties), Section 11.10 (Severability) and this Section 11.16 (Debt Financing Sources) and (ii) each of (x) Section 11.02 (Waiver; Amendment), Section 11.08 (Rights of Third Parties), Section 11.10 (Severability) and this Section 11.16 (Debt Financing Sources) may not be amended in a manner adverse to the Debt Financing Sources and (y) any other provision of this Agreement may not be amended in a way that conflicts with this Section 11.16 in a manner adverse to the Debt Financing Sources, on in each case, without the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part prior written consent of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and Sources party to the Debt Financing, (d) Parent Commitment Letter. This Section 11.16 is intended to benefit and the Company have been advised that may be enforced by Buyer and the Debt Financing Sources are engaged in a broad range and shall be binding on all successors and assigns of transactions that may involve interests that differ from Seller, the Parent’s Precoat Business, their respective representatives and their respective Affiliates, directors, officers, employees, agents, partners, managers, members or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties thereto.

Debt Financing Sources. The Company Notwithstanding anything to the contrary contained in this Agreement, each Seller Related Party and its Affiliates acknowledge and agree that each other Party hereto: (a) each Debt Financing Source agrees that it will act as an independent contractor for the Parent and no fiduciarynot bring or support any Person, advisory or agency relationship between permit any of its Affiliates to bring or support any Person, in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources, on Sources or any other Person that has committed or subsequently commits to provide or otherwise enters into agreements in connection with providing the one handDebt 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 Parent “Lender Parties”) in any way relating to this Agreement or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement and the Debt FinancingAgreement, irrespective including any dispute arising out of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under relating in any way to the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely onperformance thereof or the financings contemplated thereby, in any fiduciary duty on forum other than the part federal and New York State courts located in the Borough of Manhattan within the Debt Financing Sources, City of New York; (b) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts described in clause (a); (c) the Parent and the Company are capable agrees that service of evaluating and understandingprocess, and Parent and the Company understand and acceptsummons, the terms, risks and conditions notice or document by registered mail addressed to it at its address provided in SECTION 8.5 (Notices) shall be effective service of the transactions contemplated by this Agreement and the Debt Financing, process against it for any such action brought in any such court described in clause (a); (d) Parent waives and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waivehereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court described in clause (a); (e) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (f) agrees that, except as specifically set forth in the Debt Financing Commitments, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Company 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 its Affiliates may have against 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 for breach were parties to this Agreement; (y) this SECTION 8.14 (and any other provision of fiduciary duty this Agreement to the extent an amendment, supplement, waiver or alleged breach other modification of fiduciary duty and agree 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 shall not have any liability (whether direct or indirect) to without the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right prior written consent of the Company, including the Company’s stockholders, employees or creditors. The Company Debt Financing Sources; and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Companyz) 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. The Company Notwithstanding anything in this Agreement to the contrary (but in all cases subject to and without in any way limiting the rights, remedies and claims of JBT and its Affiliates acknowledge 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 agree that each of its Affiliates hereby: (a) each Debt agrees that any legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving the Committed Financing Source will act as an independent contractor for the Parent and no fiduciarySources, advisory arising out of or agency relationship between relating to this Agreement, the Debt Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the Debt Financing“Subject Courts”) and each Party irrevocably submits itself and its property with respect to any such action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, irrespective 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 Debt Financing Sources have advised 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 choice or are advising conflict of law provision or rule that would cause the Parent or 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 Iceland, and the interpretation of the duties of directors of the Company on other mattersshall, be governed by, and construed in accordance with, the Laws of Iceland, (b) each Debt agrees not to bring or support or permit any of its Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against the Committed Financing Source is acting solely as a principal and not as an agent Sources in any way arising out of the Parent under the Debt Commitment Letter and or relating to this Agreement, the Debt Financing Sources, on or any of the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly transactions contemplated hereby or indirectly give rise to, nor do Parent thereby or the Company rely on, performance of any fiduciary duty on the part of the Debt Financing Sourcesservices thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and acceptfullest extent that it may effectively do so, the terms, risks and conditions defense of an inconvenient forum to the transactions contemplated by this Agreement and the Debt Financingmaintenance of such action in any such Subject Court, (d) Parent knowingly, intentionally and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, voluntarily waives to the fullest extent permitted by lawapplicable 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, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach or any of fiduciary duty the transactions contemplated hereby or alleged breach thereby or the performance of fiduciary duty and agree any services thereunder, (e) agrees that none of the Debt Committed Financing Sources shall not will have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including 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’s stockholders, employees its Subsidiaries or creditors. The Company 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 its Affiliates further acknowledge 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 agree (g) agrees (x) that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor Committed Financing Sources are express third party beneficiaries of, and may enforce, any person of the provisions in Section 14.5 or this Section 16.2 (including and the Companydefinitions of any terms used in Section 14.5 or this Section 16.2) other than and (y) to the parties theretoextent 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. The Company and Notwithstanding anything in this Agreement to the contrary, Seller on behalf of itself, its Affiliates acknowledge and agree Subsidiaries hereby: (i) agrees that (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryany Action, advisory whether in law or agency relationship between in equity, whether in contract or in tort or otherwise, involving the Debt Financing SourcesSources Related Party, on arising out of or relating to, this Agreement, the one hand, and Debt Financing or any of the Parent agreements entered into in connection with the Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, and such Action (except to the extent relating to the interpretation of any provisions in this Agreement and the Debt Financing, irrespective of whether (including any provision in any documentation related to the Debt Financing Sources have advised or are advising that expressly specifies that the Parent or interpretation of such provisions shall be governed by and construed in accordance with the Company on other matterslaw of the State of New York)) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (bii) each agrees not to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source is acting solely as a principal and not as an agent Sources Related Party in any way arising out of the Parent under the Debt Commitment Letter and or relating to, this Agreement, the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and hereby or thereby or the Debt Financingperformance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) Parent and the Company have been advised agrees that the Debt Financing Sources are engaged service of process upon Seller or its Subsidiaries in a broad range of transactions that may involve interests that differ from the Parent’s any such Action or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions proceeding shall be effective if notice is given in accordance with Section 10.5, (iv) irrevocably waives, to the Parent or fullest extent that it may effectively do so, the Company by virtue defense of an inconvenient forum to the maintenance of such Action in any fiduciarysuch court, advisory or agency relationship (v) knowingly, intentionally and (e) the Company and its Affiliates waive, voluntarily waives to the fullest extent permitted by law, applicable Law trial by jury in any claims the Company and its Affiliates may have Action brought against the Debt Financing Sources for breach in any way arising out of fiduciary duty or alleged breach relating to, this Agreement, the Debt Financing or any of fiduciary duty 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 agree 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 have be amended or waived in any liability (whether direct or indirect) way material and adverse to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right Debt Financing Sources Related Parties without the prior written consent of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoFinancing Sources.

Debt Financing Sources. The Notwithstanding anything in this Agreement to the contrary, the Company and its Affiliates acknowledge Parent, on behalf of themselves and their Subsidiaries, hereby: (i) (x) agree that (a) each any action, whether in law or in equity, whether in contract or in tort or otherwise, involving any Debt Financing Source will act as an independent contractor for the Parent and no fiduciarySources Related Party, advisory arising out of or agency relationship between relating to, this Agreement, the Debt Financing Sources, on or any of the one hand, and agreements entered into in connection with the Parent Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by 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 (y) irrevocably submits itself and its property with respect to any such action to the exclusive jurisdiction of such court, and such action (except to the extent relating to the interpretation of any provisions in this Agreement and the Debt Financing, irrespective of whether (including any provision in any documentation related to the Debt Financing Sources have advised or are advising that expressly specifies that the Parent or interpretation of such provisions shall be governed by and construed in accordance with the Company on other matterslaw of the State of New York)) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (bii) each agree not to bring or support, or permit any of their Affiliates to bring or support any action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source is acting solely as a principal and not as an agent Sources Related Party in any way arising out of the Parent under the Debt Commitment Letter and or relating to, this Agreement, the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and hereby or thereby or the Debt Financingperformance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) Parent and agree that service of process upon the Company have been advised that the Debt Financing Sources are engaged or Parent, or any of their Subsidiaries in a broad range of transactions that may involve interests that differ from the Parent’s any such action or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions proceeding shall be effective if notice is given in accordance with Section 11.01, (iv) waive, to the Parent or fullest extent that it may effectively do so, the Company by virtue defense of an inconvenient forum to the maintenance of such action in any fiduciarysuch court, advisory or agency relationship and (ev) the Company and its Affiliates waive, to the fullest extent permitted by applicable law, all rights of trial by jury in any claims the Company and its Affiliates may have action brought against the Debt Financing Sources for breach Related Parties in any way arising out of fiduciary duty or alleged breach relating to this Agreement, the Debt Financing or any of fiduciary duty and 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 have be amended in any liability (whether direct or indirect) 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 Company and its Affiliates in respect matters referenced herein, supersede any provisions of such a fiduciary duty claim or this Agreement to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditorscontrary. The Company and its Affiliates further acknowledge and agree that provisions of this Section 11.14 will survive any termination of this Agreement. [The remainder of this page has been intentionally left blank; the Debt Commitment Letter next page is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretosignature page.]

Debt Financing Sources. The Company parties hereby agree (on behalf of themselves, their respective Affiliates and its Affiliates acknowledge and agree their respective Advisors) that (a) each no Debt Financing Source will act as an independent contractor Related Party shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided, that nothing in this Section 10.22 shall limit the Parent and no fiduciary, advisory liability or agency relationship between obligations of the Debt Financing SourcesSources to Buyer or any Affiliate thereof under the Debt Commitment Letter), on (b) any claim, suit, action or proceeding of any kind or description (whether at law, in equity, in contract, in tort or otherwise) involving any Debt Financing Source Related Party arising out of or relating to the one handtransactions contemplated pursuant to this Agreement, the Debt Financing, the Debt Commitment Letter or the performance of services thereunder shall be subject to the exclusive jurisdiction of a state or federal court sitting in the County of New York, (c) any interpretation of the Debt Commitment Letter will be governed by, and construed and interpreted in accordance with, the Parent laws of the State of New York, except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter or in any definitive documentation related to the CompanyDebt 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), on (d) (i) no party hereto will bring (or support any party in bringing) any such claim, suit action or proceeding in any court other than a court specified in immediately preceding clause (b), (ii) the other handSeller Group shall not have any rights or claims against any Debt Financing Source Related Party, is intended in any way relating to be this Agreement or has been created in respect of any of the transactions contemplated by this Agreement and the Debt FinancingAgreement, irrespective or in respect of whether 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 Sources have advised or are advising the Parent or the Company on other mattersperformance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and (biii) each no Debt Financing Source is acting solely as Related Party shall have any liability (whether in contract, in tort or otherwise) to the Seller Group for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise, (e) the waiver of rights to trial by jury set forth in Section 10.18 applies to any such claim, suit, action or proceeding, (f) only Buyer and the other parties to the Debt Commitment Letter shall be permitted to bring any claim against a principal and not as an agent Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Parent under Debt Commitment Letter, (g) no amendment or waiver of the conditions set forth in Section 7.02 and Section 7.03, or this Section 10.22 (and in each case any related defined terms or provisions of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of any of such sections) that is materially adverse to any Debt Financing Source Related Party shall be effective without the prior written consent of the Lenders that have consent rights over amendments to this Agreement pursuant to the Debt Commitment Letter and (h) the Debt Financing Source Related Parties are express and intended third party beneficiaries of, and may enforce any of the provisions of, this Section 10.22. Notwithstanding anything herein, in no event shall any member of the Seller Group be entitled to or cause the Buyer to seek the remedy of specific performance of this Agreement 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, on the one handtogether 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 Parentsuccessors and assigns of the foregoing Persons. This Section 10.22 shall, on with respect to the other handmatters referenced herein, have an arm’s-length business relationship that does not directly supersede any provision of this Agreement to the contrary. Notwithstanding the foregoing, nothing in this Section 10.22 shall limit the liability or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part obligations of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s to Buyer or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that Affiliate thereof under the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoLetter.

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that (a) each Debt Financing Source will act as an independent contractor for Notwithstanding anything in this Agreement to the Parent and no fiduciarycontrary, advisory or agency relationship between the Debt Financing Sources, on the one hand, and the Parent or the Company, on behalf of itself and its Subsidiaries and controlled Affiliates, hereby: (i) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, by or against any Debt Financing Related Party, arising out of or relating to, this Agreement, the other hand, is intended to be Debt Financing or has been created any of the agreements entered into in respect of connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, and such Action (except to the extent relating to the interpretation of any provisions in this Agreement) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (ii) agrees not to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Related Party in any way arising out of or relating to, this Agreement and the Debt FinancingAgreement, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and hereby or thereby or the Debt Financingperformance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) Parent and agrees that service of process upon the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions Action shall be effective if notice is given in accordance with Section 10.02, (iv) irrevocably waives, to the Parent or fullest extent that it may effectively do so, the Company by virtue defense of an inconvenient forum to the maintenance of such Action in any fiduciarysuch court, advisory or agency relationship (v) knowingly, intentionally and (e) the Company and its Affiliates waive, voluntarily waives to the fullest extent permitted by law, applicable Law trial by jury in any claims the Company and its Affiliates may have Action brought against the Debt Financing Sources for breach in any way arising out of fiduciary duty or alleged breach relating to, this Agreement, the Debt Financing or any of fiduciary duty and agree 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 Sources 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 have be amended, modified or waived (including any liability (whether direct or indirect) definitions in this Agreement to the Company and its Affiliates 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 respect of such a fiduciary duty claim or any way materially adverse to any person asserting a fiduciary duty claim on behalf of or in right the Debt Financing Related Parties without the prior written consent of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that Debt Financing Sources party to the Debt Commitment Letter is not intended 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 confer the Debt Financing or any benefits upon, of the transactions contemplated hereby or create any rights in favor of, any person (including the Company) other than the parties thereto.services thereunder. [Signature Page Follows]

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that Notwithstanding anything in this Agreement to the contrary, each of the Parties: (a) each Debt Financing Source will act as an independent contractor for the Parent agrees that all actions (whether in law or in equity and no fiduciarywhether in tort, advisory contract or agency relationship between otherwise) that may be based upon, arise out of or relate to this Agreement, the Debt Financing Sources, on or any of the one hand, and agreements (including the Parent Debt Commitment Letter) entered into in connection with the Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement and hereby or thereby or the Debt Financing, irrespective performance of whether any services thereunder against the Debt Financing Sources have advised shall be subject to the exclusive jurisdiction of any federal court in the Borough of Manhattan, New York, New York and any appellate court thereof and each Party irrevocably submits itself and its property with respect to any such action to the exclusive jurisdiction of such court, and such action (except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter or are advising in any definitive documentation related to the Parent or Debt Financing that expressly specifies that the Company on other mattersinterpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) shall be governed by the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws, (b) each agrees not to bring or support or permit any of its controlled Affiliates to bring or support any action (whether in law or in equity and whether in tort, contract or otherwise) that may be based upon, arise out of or 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 any Debt Financing Source is acting solely as a principal and not as an agent in any forum other than any federal court in the Borough of the Parent under the Debt Commitment Letter and the Debt Financing SourcesManhattan, on the one handNew York, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing SourcesNew York, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waiveirrevocably waives, to the fullest extent permitted by lawLaw, the defense of an inconvenient forum to the maintenance of such action in any claims such court, (d) irrevocably and unconditionally waives to the Company and its Affiliates 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 for breach directly or indirectly arising out of, under or in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of fiduciary duty the transactions contemplated hereby or alleged breach thereby or the performance of fiduciary duty and agree any services thereunder, (e) agrees that the Debt Financing Sources shall not have are express third-party beneficiaries of, and may enforce, any liability 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 (whether direct or indirect) and any other provisions of this Agreement to the Company extent a modification thereof would affect the substance of any of the foregoing) and its Affiliates in respect of such a fiduciary duty claim (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 to any person asserting a fiduciary duty claim on behalf special damages arising out of or in right of relating to the Company, including the Company’s stockholders, employees transactions contemplated by this Agreement or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoFinancing.

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that Notwithstanding anything to the contrary contained in this Agreement, to the extent applicable, each of the Parties: (a) each Debt Financing Source agrees that it will act as an independent contractor for the Parent and no fiduciarynot bring or support any Person in any action, advisory cause of action, suit, litigation, arbitration, investigation, hearing or agency relationship between other legal proceeding, whether at law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Sources, on the one hand, and the Parent Sources in any way relating to this Agreement or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated hereby, including, but not limited to, any dispute arising out of or relating in any way to any commitment letter in connection with any Debt Financing in connection with the transactions contemplated by this Agreement obtained by the Parent or its Affiliates on or after the date of this Agreement (a “Debt Commitment Letter”) or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (b) agrees that, except as specifically set forth in any such Debt FinancingCommitment Letter, irrespective all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the in any way relating to any such Debt Commitment Letter and or the Debt Financing Sourcesperformance thereof or the financings contemplated thereby, on the one handshall be exclusively governed by, and construed in accordance with, the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part Laws of the Debt Financing SourcesState of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of New York; and (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waivehereby waives, to the fullest extent permitted by law, any claims right to trial by jury of any claim, demand, action, or cause of action arising under any such Debt Commitment Letter or the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, subject to the rights of the parties to any such Debt Commitment Letter, the Company hereby acknowledges and agrees that neither it, nor any of the Company Related Parties shall have any rights or claims against any Debt Financing Sources or their Affiliates or representatives, in any way relating to this Agreement, any Debt Financing, such Debt Commitment Letter or any of the transactions contemplated hereby, whether at law or in equity, in contract, in tort or otherwise; provided, however, that (i) the foregoing shall not apply to any breach by any Debt Financing Source or its Affiliates may have against or representatives of any confidentiality obligation owing to the Company, Parent or their respective Affiliates and (ii) nothing in this Section 9.20 shall in any way limit or modify the rights and obligations of Parent or its Affiliates under any such Debt Commitment Letter. Notwithstanding anything to the contrary contained in this Agreement, (A) the Debt Financing Sources are 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 breach purposes of fiduciary duty or alleged breach their use in such Section, the definitions of fiduciary duty and agree any terms used in any of such Sections) that materially adverse to the Debt Financing Sources, shall be effective as to the Debt Financing Sources shall not have any liability (whether direct or indirect) to without the Company and its Affiliates in respect prior written consent of such a fiduciary duty claim or the Debt Financing Sources party to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoLetter.

Debt Financing Sources. The Company Notwithstanding anything to the contrary contained herein, the Sellers, on behalf of themselves and its their Affiliates and representatives, hereby (i) acknowledge that none of the Debt Financing Sources shall have any liability 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 at law or equity, in contract, in tort or otherwise, and (iii) agree not to commence (and if commenced agree to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Debt Financing Source in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or the transactions contemplated hereby. With respect to any dispute or proceeding relating to this Section 14.20, the Sellers, on behalf of themselves and their Affiliates and representatives, (a) agree that all issues and questions concerning the construction, validity, interpretation and enforceability of 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 State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, (b) submit to the exclusive jurisdiction of the courts of the State of New York or federal courts of the United States of America, in each case, sitting in the Borough of Manhattan, and any appellate court from any thereof (the courts described in this clause (b), the "Applicable Courts"), and agree that (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciary, advisory or agency relationship between the Debt Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created all claims in respect of any of such litigation may be heard and determined only in the transactions contemplated by this Agreement and the Debt Financing, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing SourcesApplicable Courts, (c) waive, to the Parent and fullest extent they may legally do so, any objection which they may now or hereafter have to the Company are capable laying of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions venue of the transactions contemplated by this Agreement and the Debt Financingany proceeding in any Applicable Court, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such proceeding in any claims the Company Applicable Court, and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and (e) agree that a final judgment in any such 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 Debt Financing Sources shall not have any liability (whether direct rights or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right remedies of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that actual parties to the Debt Commitment Letter is not intended related to confer any benefits upon, the Debt Financing or create any rights in favor of, any person (including the Company) other than the parties thereto.Debt Financing Documents therefor. * * * *

Debt Financing Sources. The Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself and its Affiliates acknowledge and agree that the Company Subsidiaries (a) each Debt Financing Source will act as an independent contractor but excluding, for the Parent and no fiduciaryavoidance of doubt, advisory or agency relationship between the Debt Financing Sources, on the one hand, and the Parent Parties and their Affiliates) hereby: (i) agrees that any Action, whether in Law or the Companyin equity, on the other handwhether in contract or in tort or otherwise, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement and the Debt Financing, irrespective of whether involving the Debt Financing Sources have advised Related Parties, arising out of or are advising the Parent or the Company on other mattersrelating to, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and this Agreement, the Debt Financing Sources, on or any of the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of agreements entered into in connection with the Debt Financing Sourcesor 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, (c) the Parent New York, New York, so long as such forum is and the Company are capable of evaluating and understandingremains available, and Parent any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the Company understand exclusive jurisdiction of such court, and accept, such Action (except to the terms, risks and conditions extent relating to the interpretation of the transactions contemplated by any provisions in this Agreement and the Debt Financing, (d) Parent and the Company have been advised that including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (ii) agrees not to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources are engaged Related Party in a broad range any way arising out of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that relating to, this Agreement, the Debt Financing Sources do not have or any obligation to disclose of the Transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees that service of process upon the Company or its subsidiaries in any such interests and transactions Action or proceeding shall be effective if notice is given in accordance with Section 9.4, (iv) irrevocably waives, to the Parent or fullest extent that it may effectively do so, the Company by virtue defense of an inconvenient forum to the maintenance of such Action in any fiduciarysuch court, advisory or agency relationship (v) knowingly, intentionally and (e) the Company and its Affiliates waive, voluntarily waives to the fullest extent permitted by law, applicable Law trial by jury in any claims the Company and its Affiliates may have Action brought against the Debt Financing Sources for breach in any way arising out of fiduciary duty or alleged breach relating to, this Agreement, the Debt Financing or any of fiduciary duty 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 agree 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 shall not have Related Parties are express third party beneficiaries of, and may enforce, any liability (whether direct or indirect) to 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 its Affiliates in respect of such a fiduciary duty claim or the Company Operating Partnership have caused this Agreement to any person asserting a fiduciary duty claim on behalf of or in right be signed by their respective officers thereunto duly authorized as of the Companydate first written above. 1776 PORTFOLIO INVESTMENT, including the Company’s stockholdersLLC By: KSL Capital Partners VI, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits uponL.P. Its Managing Member By: KSL Capital Partners VI GP, or create any rights in favor ofLLC, any person (including the Company) other than the parties thereto.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. The Company Notwithstanding anything in this Agreement to the contrary, each of the Parties on behalf of itself and each of its controlled Affiliates acknowledge and agree that hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent agrees that all issues and no fiduciary, advisory or agency relationship between questions concerning and against the Debt Financing Sources, on the one hand, and the Parent Sources in any way arising out of or the Company, on the other hand, is intended relating to be this Agreement or has been created any debt financing entered into in respect of any of connection with the transactions contemplated by this Agreement (the “Debt Financing”) or any the definitive agreements relating to the Debt Financing (the “Definitive Debt Financing Agreements”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (whether based in contract, tort or otherwise) or the performance thereof, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, (b) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing, irrespective the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and the appellate courts thereof), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any legal action (whether in law or in equity, whether in contract or in tort or otherwise) brought against the Debt Financing Sources have advised in any way arising (directly or are advising indirectly) out of relating solely to this Agreement, the Parent Debt Financing, the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the Company on other mattersperformance of any services thereunder, (bd) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship agrees that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part none of the Debt Financing SourcesSources will have any liability to any of the Seller, (c) the Parent its Affiliates or their respective directors, officers, employees, agents, partners, managers, members and the Company are capable stockholders relating to or arising out of evaluating and understanding, and Parent and the Company understand and acceptthis Agreement, the terms, risks and conditions Debt Financing or the Definitive Debt Financing Agreements or any of the transactions contemplated by 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 and 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 (de) Parent and the Company have been advised agrees (x) that the Debt Financing Sources are engaged express third party beneficiaries of, and may enforce, any of the provisions in a broad range of transactions that may involve interests that differ from the Parent’s this Section 13.17 (or the Company’s interests definitions of any terms used in this Section) and that (y) to the 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 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 do Sources, such provisions shall not have any obligation to disclose such interests and transactions to be amended without the Parent or the Company by virtue prior written consent of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) Sources. Notwithstanding anything contained herein to the Company contrary, nothing in this Section 13.17 shall in any way affect a party’s rights and its Affiliates in respect of such remedies under the Definitive Financing Agreements to the extent they are a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditorsparty thereto. The Company and its Affiliates further acknowledge and agree that remainder of this page has been intentionally left blank; the Debt Commitment Letter next page is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretosignature page.

Debt Financing Sources. The Company and its Affiliates acknowledge and agree Notwithstanding anything to the contrary contained in this Agreement, each of the Parties: (i) agrees that (a) each Debt Financing Source it will act as an independent contractor for the Parent and no fiduciarynot bring or support any Person in any action, advisory suit, Proceeding, cause of action, claim, cross-claim or agency relationship between 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 SourcesSources (or such Debt Financing Source’s Affiliates, on the one handequityholders, members, partners, officers, directors, employees, agents, advisors and the Parent Representatives) (or the Companyany of their respective successors or assigns) in any way relating to any debt commitment letter to which Purchaser or any of its Affiliates is a party, on the other hand, is intended to be this Agreement or has been created in respect of any of the transactions contemplated by this Agreement Agreement, including, but not limited to, any dispute arising out of or relating in any way to any documents related thereto or hereto or the performance thereof or hereof or the financings contemplated by any such debt commitment letter, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York (which shall be the exclusive venue for any such action, suit, proceeding, cause of action, claim, cross-claim or third party action) and waives any object any of them may have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action, suit, Proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity in any such court; (ii) agrees that, all action, suit, Proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity against any of the Debt Financing Sources (or such Debt Financing Source’s Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and Representatives) (or any of their respective successors or assigns) in any way relating to any debt financing to be provided to the Purchaser or its Affiliates by the Debt Financing Sources or any of the agreements or documents relating to or entered into in connection with such debt financing or the performance of any services thereunder or the performance thereof, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (iii) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to any debt financing provided by the Debt Financing Sources to the Company, Purchaser or its Affiliates. Notwithstanding anything to the contrary contained in this Agreement, (A) none of the Agent, the Sellers, the Company and any of their respective employees, officers, directors, stockholders or Affiliates shall have any rights or claims against any Debt Financing Source (or such Debt Financing Source’s Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and Representatives) (or any of their respective successors or assigns) in respect of any dispute arising out of or relating in any way to this Agreement, the transactions contemplated by this Agreement, any financing agreement between the Debt Financing Sources and Purchaser or its Affiliates, or the performance thereof or hereof or the financings contemplated thereby or hereby, whether in law or in equity, in contract or in tort or otherwise, and (B) no Debt Financing Source (or such Debt Financing Source’s Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and Representatives) (or any of their respective successors or assigns) shall have any liability (whether in contract, in tort or otherwise) to any of the Agent, the Sellers, the Company or any of their respective employees, officers, directors, stockholders or Affiliates for any obligations or liabilities of any party hereto under any debt financing provided or to be provided to the Company, Purchaser or its Affiliates by the Debt Financing Sources, any of the agreements or documents relating to or entered into in connection with such debt financing or the performance of any services thereunder or the performance thereof or the financings contemplated thereby, or this Agreement, or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to such financing provided or to be provided by Debt Financing Sources, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, nothing herein shall in any way limit or modify (a) the rights and obligations of Parent and Purchaser and the Debt FinancingFinancing Sources under the commitment and other financing agreements among the Parent, irrespective of whether Purchaser and Debt Financing Sources, or (b) at any time the Debt Financing Sources have advised become parties to this Agreement in accordance with Section 13.03 or are advising have otherwise acquired or succeeded to the interests of Parent or Purchaser under this Agreement and as such are exercising their rights and remedies hereunder or with respect hereto against the Company on other mattersSellers, (b) each Debt Financing Source is acting solely as a principal and not as an agent the rights of the Parent under the Debt Commitment Letter and Sellers to pursue defenses against any claims asserted by the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by in their capacity as parties to this Agreement and the Debt Financingor as aforesaid, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoSellers.

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that Notwithstanding anything to the contrary contained in this Agreement, each of the Parties hereto: (a) each Debt Financing Source agrees that it will act as an independent contractor for the Parent and no fiduciarynot bring or support any person, advisory or agency relationship between permit any of its Affiliates to bring or support any person, in any action, suit, Proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether at Law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources, on their Affiliates and their respective former, current and future directors, officers, managers, members, stockholders, equity holders, partners, employees, agents, representatives, successors and permitted assigns (the one hand“Debt Financing Source Related Parties”) in any way relating to this Agreement, and the Parent Debt Commitment Letter or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement Agreement, including, any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York; (b) no Debt Financing Source or Debt Financing Source Related Parties shall have any liability for any obligations or liabilities of the parties hereto or of the Target Group or for any claim (whether legal or equitable, arising under tort, contract or otherwise), based on, in respect of, or by reason of, this Agreement, the Debt Financing, irrespective the Debt Commitment Letter or the transactions contemplated hereby or by the commitments of such Debt Financing Party, the performance of services by such Debt Financing Parties with respect to the foregoing or in respect of any oral representations made or alleged to be made in connection herewith or therewith; (c) no Debt financing Source or Debt Financing Source Related Parties shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature; (d) agrees that, except as specifically set forth in the Debt Commitment Letter, all claims or causes of action (whether at Law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Source Related Parties in any way relating to the Debt Financing or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal Laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction; (e) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (WHETHER AT LAW OR IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING IN ANY WAY TO THE DEBT FINANCING. Notwithstanding anything to the contrary contained in this Agreement, the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one handSource Related Parties are intended third-party beneficiaries of, and shall be entitled to the Parentprotections of, on this provision to the other handsame extent as if such Debt Financing Source or such Debt Financing Source Related Parties, have an arm’s-length business relationship that does as applicable, were parties to this Agreement. This Section 10.21 may not directly be amended, modified or indirectly give rise tosupplemented, nor do Parent or any of its provisions waived, without the Company rely on, any fiduciary duty on the part written consent of the Debt Financing SourcesSource Related Parties, (c) which consent may be granted or withheld in the Parent and the Company are capable sole discretion of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range Source Related Parties. (The remainder of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter this page is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretointentionally left blank.)

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary (but in all cases subject to and without in any way limiting the rights, remedies and claims of Acquiror and its Affiliates acknowledge under or pursuant to the Commitment Letter or any other agreement entered into with respect to the Debt Financing), each of the parties to this Agreement on behalf of itself and agree that each of its controlled Affiliates hereby: (a) each Debt agrees that any legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving the Committed Financing Source will act as an independent contractor for the Parent and no fiduciarySources, advisory arising out of or agency relationship between relating to this Agreement, the Debt Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the Debt Financing“Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, irrespective 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 Subject Entities Material Adverse Effect (and whether or not a Subject Entities Material Adverse Effect has occurred), (B) the determination of the accuracy of any “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 Acquiror or any of its Affiliates have the right to terminate its or their obligations hereunder pursuant to Section 9.1(c) decline to consummate the Closing as a result thereof pursuant to Article VII and (C) the determination of whether the Debt Financing Sources have advised 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 choice or are advising conflict of law provision or rule that would cause the Parent or the Company on application of Laws of any other mattersjurisdiction), (b) each Debt agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against the Committed Financing Source is acting solely as a principal and not as an agent Sources in any way arising out of the Parent under the Debt Commitment Letter and or relating to this Agreement, the Debt Financing Sources, on or any of the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly transactions contemplated hereby or indirectly give rise to, nor do Parent thereby or the Company rely on, performance of any fiduciary duty on the part of the Debt Financing Sourcesservices thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and acceptfullest extent that it may effectively do so, the terms, risks and conditions defense of an inconvenient forum to the transactions contemplated by this Agreement and the Debt Financingmaintenance of such action in any such Subject Court, (d) Parent knowingly, intentionally and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, voluntarily waives to the fullest extent permitted by lawapplicable 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, any claims the Company and its Affiliates may have against 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 for breach will have any liability to any of fiduciary duty Sellers, the Subject Entities or alleged breach their respective Affiliates relating to or arising out of fiduciary duty and agree that this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of Sellers, the Subject Entities or their respective Affiliates shall bring or support any legal action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Committed Financing Sources shall 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 have to assert, by way of motion or as a defense, counterclaim or otherwise, in any liability 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 (whether direct or indirectg) agrees (x) that the Committed Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 11.14 (and the definitions of any terms used in this Section 11.14) and (y) to the Company and its Affiliates in respect of such a fiduciary duty claim or extent any amendments to any person asserting a fiduciary duty claim on behalf provision of or this Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in right this Section 11.14) are materially adverse to the Committed Financing Sources, such provisions shall not be amended without the prior written consent of the CompanyCommitted Financing Sources. Notwithstanding anything contained herein to the contrary, including the Companynothing in this Section 11.14 shall in any way affect any party’s stockholders, employees or creditors. The Company any of their respective Affiliates’ rights and its Affiliates further acknowledge remedies under any binding agreement between a Committed Financing Source and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretosuch party.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each of the parties hereto, on behalf of itself and its Affiliates acknowledge Subsidiaries and agree that affiliates, hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any action, advisory whether in law or agency relationship between in equity, whether in contract or in tort or otherwise, involving the Debt Financing SourcesSources arising out of or relating to this Agreement, on the one hand, and Debt Financing or any of the Parent agreements entered into in connection herewith or with the Company, on the other hand, is intended to be Debt Financing or has been created in respect of 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 and any appellate court thereof and each such party irrevocably submits itself and its property with respect to any such action to the exclusive jurisdiction of such court, and such action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (b) agrees not to bring or support any action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to this Agreement and Agreement, the Debt FinancingFinancing 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, irrespective New York, New York, (c) agrees that service of whether process upon any party hereto or any of their Subsidiaries or affiliates in any such action or proceeding shall be effective if notice is given in accordance with Section 8.3, (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action in any such court, (e) 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 advised any liability relating to or are advising arising out of this Agreement, the Parent Debt Commitment Letter, the Debt Financing or any of the transactions contemplated hereby or thereby or the Company on 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 mattersagents not to, (bx) each 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 is acting solely as a principal and not as an agent in connection with any of the Parent under the Debt Commitment Letter and the foregoing or (y) seek to enforce any Debt Financing Sourcescommitments against, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, make any fiduciary duty on the part claims for breach of the Debt Financing Sourcescommitments 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 (c) provided that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent Entities and its Subsidiaries against the Company are capable of evaluating and understanding, and Parent and Debt Financing Sources with respect to the Company understand and accept, the terms, risks and conditions Debt Financing or any of the transactions contemplated by this Agreement and the Debt Financingthereby), (dg) Parent 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 the Company have been advised (h) agrees that the Debt Financing Sources are engaged express third-party beneficiaries of, and may enforce, any of the provisions (collectively, "Debt Financing Sources Protective Provisions") in a broad range 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 transactions that may involve interests that differ from the Parent’s or the Company’s interests "Debt Financing Sources" shall not be amended in any way material and that adverse to the Debt Financing Sources do not have any obligation to disclose such interests and transactions to without the Parent or the Company by virtue prior written consent of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoSources.

Debt Financing Sources. The Company Notwithstanding anything to the contrary contained herein, each of the Sellers, on behalf of itself and its Affiliates acknowledge Related Parties, hereby (i) acknowledges that none of the Debt Financing Sources shall have any liability to such Seller or Related Parties under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby, including any dispute related to, or arising from, the Debt Financing, the Debt Commitment Letter or the performance thereof, (ii) waives any rights or claims such Seller or Related Parties may have against any of the Debt Financing Sources in connection with this Agreement, the Debt Financing or the Debt Commitment Letters, whether at law or equity, in contract, in tort or otherwise, and (iii) agrees not to commence (and if commenced agree to dismiss or otherwise terminate (to the extent within such Seller’s control), and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Debt Financing Source in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or the transactions contemplated hereby. With respect to any dispute or 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 United States of America, in each case, sitting in the Borough of Manhattan, and any appellate court from any thereof (the courts described in this clause (w), the “Applicable Courts”), and agree that (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciary, advisory or agency relationship between the Debt Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created all claims in respect of any of such litigation may be heard and determined only in the transactions contemplated by this Agreement and the Debt Financing, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other mattersApplicable Courts, (bx) each Debt Financing Source is acting solely as a principal and not as an agent of waive, to the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor fullest extent it may legally do Parent or the Company rely onso, any fiduciary duty on objection which they may now or hereafter have to the part laying of the Debt Financing Sourcesvenue of any proceeding in any Applicable Court, (cy) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such proceeding in any claims the Company Applicable Court, and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and (z) agree that a final judgment in any such proceeding shall be conclusive and may be enforced in other jurisdictions by suit in on the Debt Financing Sources shall not have judgment or any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretomanner provided by law.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each party hereto acknowledges and its Affiliates acknowledge and agree irrevocably agrees that (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciary, advisory entities that have committed to provide or agency relationship between 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, on the one handtort, and the Parent fraud, strict liability or otherwise) to the Company, on its Subsidiaries, its Representatives or the other hand, is intended Affiliates of the foregoing arising out of or relating to this Agreement or any potential debt financing to be provided or has been created in respect of any of the transactions contemplated arranged by this Agreement and the Debt Financing, irrespective of whether the Debt Financing Sources have advised or are advising in connection with this Agreement (the Parent “Debt Financing”). It is also hereby agreed that in no event will the Company, its Subsidiaries, its Representatives or the Company on other mattersAffiliates of the foregoing be entitled to specific performance of any commitment letter or similar agreement entered into by Parent for any Debt Financing against the Debt Financing Sources providing such Debt Financing. Without limitation of the foregoing, the parties hereto agree (bi) each that any legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise against any Debt Financing Source is acting solely as arising out of or relating to this Agreement or the performance hereunder shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City and State of New York (whether a principal state or a federal Court), and not as an agent any appellate court from thereof, (ii) that any legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source shall be governed by, and construed in accordance with, the laws of the Parent under 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 other court, (iv) that each of the Debt Commitment Letter parties hereto hereby irrevocably waives any and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly all right to trial by jury in any legal proceeding arising out of or indirectly give rise to, nor do Parent related to this Agreement or the Company rely on, transactions contemplated hereby involving any fiduciary duty on the part of the Debt Financing Sources, Sources and (cv) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged express third party beneficiaries of this Section 10.12 (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) and this Section 10.12 and such provisions shall not be amended in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that any way materially adverse to the Debt Financing Sources do not have any obligation to disclose such interests and transactions to without the Parent or the Company by virtue prior written consent of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach Sources. For the avoidance of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources doubt, nothing in this Section 10.12 shall not have any liability (whether direct or indirect) constitute a financing condition to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right consummation of the Company, including the Company’s stockholders, employees or creditorsMerger. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties thereto.[Remainder of Page Intentionally Left Blank]

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each Seller, on behalf of itself and its Affiliates acknowledge and agree Subsidiaries, hereby: (i) agrees that (a) each any action, whether in law or in equity, whether in contract or in tort or otherwise, involving any Debt Financing Source will act as an independent contractor for the Parent and no fiduciarySource, advisory arising out of or agency relationship between relating to, this Agreement, the Debt Financing Sources, on or any of the one hand, and agreements entered into in connection with the Parent Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof, and each party hereto irrevocably submits itself and its property with respect to any such action to the exclusive jurisdiction of such court, and such action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (ii) agrees not to bring or support any action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to, this Agreement and Agreement, the Debt FinancingFinancing 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, irrespective New York, New York, (iii) agrees that service of whether process upon each Seller or its Subsidiaries in any such action or proceeding shall be effective if notice is given in accordance with Section 9.2, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 have advised in any way arising out of or are advising the Parent or the Company on other mattersrelating to, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and this Agreement, the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by 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 and Agreement, the Debt FinancingFinancing 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 (dprovided 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) Parent and the Company have been advised agrees that the Debt Financing Sources are engaged express third party beneficiaries of, and may enforce, the provisions in a broad range Section 8.2 (Effect of transactions 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 may involve interests that differ from in each case reflect the Parent’s foregoing agreements set forth in this Section 9.18 (or any other provision of this Agreement to the Company’s interests 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 that 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 do not have any obligation to disclose such interests and transactions to without the Parent or the Company by virtue prior written consent of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach Sources. For purposes of fiduciary duty this Section 9.18 (other than with respect to the parties that have a consent right over adverse amendments, supplements, waivers, or alleged breach of fiduciary duty and agree that the other modifications to this Agreement), “Debt Financing Sources” includes all Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoRelated Parties.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each party, on behalf of itself and each of its Affiliates acknowledge and agree that hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any proceeding, advisory whether in law or agency relationship between in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, on arising out of or relating to, this Agreement, the one handDebt Financing, and the Parent Debt Commitment Letters or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated hereby or thereby shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such proceeding to the exclusive jurisdiction of such court, (b) agrees that any such proceeding 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), (c) 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 and Agreement, the Debt Financing, irrespective the Debt Financing Commitment Letters or any of whether the transactions contemplated hereby or thereby in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such proceeding or proceeding shall be effective if notice is given in accordance with Section 8.9, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such proceeding in any such court, (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 have advised in any way arising out of or are advising the Parent or the Company on other mattersrelating to, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under this Agreement, the Debt Commitment Letter and Financing, the Debt Financing Sources, on Commitment Letters or any of the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly transactions contemplated hereby or indirectly give rise to, nor do Parent thereby or the Company rely onperformance of any services thereunder, any fiduciary duty on the part (h) agrees that none of the Debt Financing SourcesSources will have any liability to any of the Seller, (c) the Parent and the Company are capable or any of evaluating and understandingits Affiliates or Representatives, and Parent and the Company understand and acceptor 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 terms, risks and conditions Debt Financing or the Debt Financing Commitment Letters or any of the transactions contemplated by this Agreement 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 the Debt Financing, (di) Parent and the Company have been advised agrees that the Debt Financing Sources are engaged 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 a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that 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 Sources do not have Source in connection with this Agreement, the Debt Financing, the Debt Commitment Letters or in respectof any obligation other document or theory of law or equity in connection herewith or therewith and agrees to disclose cause any such interests and transactions to action or proceeding asserted by the Parent Seller or the Company by virtue (each on behalf of itself and any fiduciary, advisory or agency relationship and (e) the Company of its Affiliates and its Affiliates waive, to the fullest extent permitted by lawand their Representatives) in connection with this Agreement, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim 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 person asserting a fiduciary duty claim on behalf liability of (or in right claims against) the Buyer or any of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that or any of their respective Representatives under this Agreement, the Debt Commitment Letter is not intended to confer or any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoAncillary Agreement.

Debt Financing Sources. The Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself, its Subsidiaries and each of its controlled Affiliates acknowledge and agree hereby: (i) agrees that (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryany Action, advisory whether in law or agency relationship between in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, on solely in their respective capacities as lenders or arrangers in connection with any Financing that is debt financing (the one hand“Debt Financing”), and arising out of or relating to, this Agreement, any Debt Financing or any of the Parent agreements entered into in connection with the Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of 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 Action to the exclusive jurisdiction of such court, (ii) agrees that any such Action shall be governed by this Agreement and the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable definitive document relating to the Debt Financing, irrespective (iii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources, 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 Sources have advised or are advising any of the Parent transactions contemplated hereby or thereby or the Company on performance of any services thereunder in any forum other mattersthan any federal or state court in the Borough of Manhattan, New York, New York, (biv) each Debt Financing Source agrees that service of process upon the Company, its Subsidiaries or its controlled Affiliates in any such Action or proceeding shall be effective if notice is acting solely as a principal given in accordance with clause 27, (v) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (vi) knowingly, intentionally and not as an agent of voluntarily waives to the Parent under the Debt Commitment Letter and fullest extent permitted by applicable Law trial by jury in any Action brought against the Debt Financing Sources, on solely in their respective capacities as lenders or arrangers in connection with the one handDebt Financing, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly in any way arising out of or indirectly give rise relating to, nor do Parent this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the Company rely onperformance of any services thereunder, any fiduciary duty on the part (vii) agrees that none of the Debt Financing Sources, (c) solely in their respective capacities as lenders or arrangers in connection with the Parent and Debt Financing, will have any liability to the Company are capable or any of evaluating its Subsidiaries or any of their respective controlled Affiliates or Representatives (in each case, other than the 106 / 107 Buyer, its Subsidiaries and understanding, and Parent and the Company understand and acceptany of their Affiliates) relating to or arising out of this Agreement, the terms, risks and conditions Debt Financing or any of the transactions contemplated by this Agreement 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 the Debt Financing, (dviii) Parent and the Company have been advised agrees that the Debt Financing Sources are engaged in a broad range express third party beneficiaries of, and may enforce, any of transactions that may involve interests that differ from the Parent’s or the Company’s interests 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 do not have any obligation to disclose such interests and transactions to without the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right prior written consent of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Primary Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoSources.

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that Notwithstanding anything to the contrary contained in this Agreement, except for claims by Next Alt Sarl, Parent or Merger Sub against the Debt Financing Sources pursuant to the Financing Agreements, (a) each none of the parties hereto or any of their respective Affiliates nor any of their and their respective Affiliates’ directors, officers, employees, agents, partners, managers, controlling persons, representatives, members or stockholders shall have any rights or claims against any Debt Financing Source, in any way relating to this Agreement, the Merger, the Financing or any of the transactions contemplated hereby or thereby, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Financing Agreements or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and (b) no Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to any party hereto or any of their respective Affiliates nor any of their respective Affiliates’ directors, officers, employees, agents, partners, managers, controlling persons, representatives, members or stockholders for any obligations or liabilities of any party hereto under this Agreement, the Merger or the Financing or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Financing Agreements or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. In addition, in no event will act as an independent contractor any Debt Financing Source be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortuous nature. If, notwithstanding the Parent and no fiduciaryforegoing waivers, advisory or agency relationship between any claim is brought against the Debt Financing Sources, on such claim will be governed by New York law and subject to the one hand, jurisdiction limitations and waiver of jury trial provisions set forth in the Parent or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement and the Debt Financing, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely commitment letter as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the if fully set forth herein. The Debt Financing Sources are engaged in a broad range intended third party beneficiaries of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretothis Section 8.16.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, including anything in Sections 11.7 or 11.10, each of the parties hereto on behalf of itself and each of its Affiliates acknowledge and agree that hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any Action, advisory whether in law or agency relationship between in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, on 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 one hand“Debt Financing Representatives”), and arising out of or relating to this Agreement, the Parent Debt Financing, the Debt Letters, the definitive agreements entered into in connection with the Debt Financing (the “Debt Financing Documents”) or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party irrevocably submits itself and its property with respect to any such dispute to the exclusive jurisdiction of such court, and agrees that any such Action shall be governed 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 of another state), except as otherwise set forth in the Debt Letters (including as it relates to (A) the interpretation of the definition of Material Adverse Effect (and whether or not a Material Adverse Effect has occurred)), (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 Action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description), whether in law or in equity, whether in contract or tort or otherwise, against the Debt Financing Sources or the Debt Financing Representatives in any way arising out of or relating to this Agreement and Agreement, the Debt Financing, irrespective of whether the Debt Letters, the Debt Financing Sources have advised Documents or are advising any of the Parent transactions contemplated hereby or thereby or the Company on performance of any services thereunder in any forum other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, than any fiduciary duty on the part of the Debt Financing SourcesSubject Court, (c) irrevocably waives, to the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and acceptfullest extent that it may effectively do so, the terms, risks and conditions defense of an inconvenient forum to the transactions contemplated by this Agreement and the Debt Financingmaintenance of such Action in any such Subject Court, (d) Parent and the Company have been advised agrees that the Debt Financing Sources are engaged service of process upon it or any of its Subsidiaries in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciaryAction shall be effective if notice is given in accordance with Section 11.2, advisory or agency relationship and (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 Company 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 its Affiliates waive, voluntarily waives to the fullest extent permitted by lawapplicable law trial by jury in any such Action, any claims the Company and its Affiliates may have against (g) agrees that none of the Debt Financing Sources for breach 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 fiduciary duty their respective Affiliates or alleged breach Representatives, in each case, solely relating to or arising out of fiduciary duty this Agreement (and agree 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 shall not have and the Debt Financing Representatives are express third party beneficiaries of, and may enforce, any liability of the provisions in this Section 11.13 (whether direct or indirectthe definitions of any terms used in this Section 11.13) and (y) to the Company and its Affiliates in respect of such a fiduciary duty claim or extent any amendments to any person asserting a fiduciary duty claim on behalf 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 right 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 CompanyDebt 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 CompanyDebt Letters or (y) constitute a waiver of any Debt Financing Source’s stockholdersobligations under, employees or creditors. The Company limit the liability of any Debt Financing Source with respect to, any binding agreement among such Debt Financing Source and its Affiliates further acknowledge and agree that one or more of the parties to this Agreement, including the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoLetters.

Debt Financing Sources. The Company Notwithstanding anything to the contrary herein, each of the Parties on behalf of itself and each of its Affiliates acknowledge and agree that hereby: (a) each agrees that any legal action (whether in Law or in equity, whether in contract or in tort or otherwise), involving any Debt Financing Source will act as an independent contractor for the Parent and no fiduciarySource, advisory arising out of or agency relationship between relating to this Agreement, the Debt Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof, (each such court, the “Subject Courts”) and each Party irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such Subject Courts and agrees that any such dispute shall be governed by, and construed in accordance with, the Laws of the State of New York, except as otherwise set forth in any commitment letter in respect of such Debt Financing, irrespective 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 Debt Financing Sources have advised 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 choice or are advising conflict of Law provision or rule that would cause the Parent or the Company on application of Laws of any other mattersjurisdiction, (b) each agrees not to bring or support or permit any of its Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in Law or in equity, whether in contract or in tort or otherwise), against any Debt Financing Source is acting solely as a principal and not as an agent in any way arising out of the Parent under the Debt Commitment Letter and or relating to this Agreement, the Debt Financing Sources, on or any of the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly transactions contemplated hereby or indirectly give rise to, nor do Parent thereby or the Company rely on, performance of any fiduciary duty on the part of the Debt Financing Sourcesservices thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and acceptfullest extent that it may effectively do so, the terms, risks and conditions defense of an inconvenient forum to the transactions contemplated by this Agreement and the Debt Financingmaintenance of such legal action in any such Subject Court, (d) Parent knowingly, intentionally and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, voluntarily waives to the fullest extent permitted by lawapplicable 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, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach or any of fiduciary duty the transactions contemplated hereby or alleged breach thereby or the performance of fiduciary duty and agree 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 Sources 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 have to assert, by way of motion or as a defense, counterclaim or otherwise, in any liability 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 (whether direct 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 indirectthe definitions of any terms used in this Section 13.17) and (ii) to the Company 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 respect no event shall Seller or any of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that 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 is not intended 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 confer any benefits uponPurchase 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, or create any rights in favor ofINC., any person (including the Companysolely 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) other than the parties thereto.Name:/s/ XXXXXXXX X'XXXXX By: Xxxxxxxx X’Xxxxx Title: Chief Executive Officer

Debt Financing Sources. The Notwithstanding anything in this Agreement to the contrary, the Company and its Affiliates acknowledge Parent, on behalf of themselves and their Subsidiaries, hereby: (i) (x) agree that (a) each any action, whether in law or in equity, whether in contract or in tort or otherwise, involving any Debt Financing Source will act as an independent contractor for the Parent and no fiduciarySources Related Party, advisory arising out of or agency relationship between relating to, this Agreement, the Debt Financing Sources, on or any of the one hand, and agreements entered into in connection with the Parent Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by 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 (y) irrevocably submits itself and its property with respect to any such action to the exclusive jurisdiction of such court, and such action (except to the extent relating to the interpretation of any provisions in this Agreement and the Debt Financing, irrespective of whether (including any provision in any documentation related to the Debt Financing Sources have advised or are advising that expressly specifies that the Parent or interpretation of such provisions shall be governed by and construed in accordance with the Company on other matterslaw of the State of New York)) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (bii) each agree not to bring or support, or permit any of their Affiliates to bring or support any action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source is acting solely as a principal and not as an agent Sources Related Party in any way arising out of the Parent under the Debt Commitment Letter and or relating to, this Agreement, the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and hereby or thereby or the Debt Financingperformance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) Parent and agree that service of process upon the Company have been advised that the Debt Financing Sources are engaged or Parent, or any of their Subsidiaries in a broad range of transactions that may involve interests that differ from the Parent’s any such action or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions proceeding shall be effective if notice is given in accordance with ‎Section 11.01, (iv) waive, to the Parent or fullest extent that it may effectively do so, the Company by virtue defense of an inconvenient forum to the maintenance of such action in any fiduciarysuch court, advisory or agency relationship and (ev) the Company and its Affiliates waive, to the fullest extent permitted by applicable law, all rights of trial by jury in any claims the Company and its Affiliates may have action brought against the Debt Financing Sources for breach Related Parties in any way arising out of fiduciary duty or alleged breach relating to this Agreement, the Debt Financing or any of fiduciary duty and 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 have be amended in any liability (whether direct or indirect) 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 Company and its Affiliates in respect matters referenced herein, supersede any provisions of such a fiduciary duty claim or this Agreement to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditorscontrary. The Company and its Affiliates further acknowledge and agree that provisions of this ‎Section 11.14 will survive any termination of this Agreement. [The remainder of this page has been intentionally left blank; the Debt Commitment Letter next page is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretosignature page.]

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, and each of its Subsidiaries and controlled Affiliates acknowledge and agree that hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any Action, advisory whether in law or agency relationship between in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, on arising out of or relating to, this Agreement, the one hand, and Debt Financing or any of the Parent agreements (including the Debt Commitment Letters) entered into in connection with the Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement and the Debt Financing, irrespective of whether the Debt Financing Sources have advised hereby or are advising the Parent thereby or the Company on other mattersperformance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, (b) each Debt Financing Source is acting solely as a principal and not as an agent agrees that any such Action shall be governed by the laws of the Parent under State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another State), except as may otherwise be provided in the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the Letters or other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and applicable definitive document relating to the Debt Financing, (c) agrees not to bring or support or permit any of its Subsidiaries or controlled Affiliates to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letters or any document relating to the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) Parent agrees that service of process upon the Company, or their respective Subsidiaries or controlled Affiliates in any such Action or proceeding shall be effective if notice is given in accordance with Section 9.4, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (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 Sources in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letters 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) neither the Company nor any of its Subsidiaries or controlled Affiliates (in each case, other than Buyer or its Subsidiaries) shall have been advised any rights or claims against any Debt Financing Source in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letters 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 Sources will have any liability (including by way of consequential, punitive or indirect damages of a tortious nature) to the Company or any of its 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 Letters 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 Action against any Debt Financing Source under this Agreement, the Debt Financing, the Debt Commitment Letters or the transactions contemplated hereby or thereby or the performance of any of the services thereunder, (i) agrees that the Debt Financing Sources are engaged in a broad range express third party beneficiaries of, and may enforce, any of transactions that may involve interests that differ from the Parent’s or the Company’s interests provisions of this Section 9.19 and that such provisions and the definition of “Debt Financing Sources” (or any other provision of this Agreement to the extent that an amendment of such provision would modify the substance of any of the foregoing) shall not be amended in any way adverse to the Debt Financing Sources do not have any obligation to disclose such interests and transactions to without the Parent or the Company by virtue prior written consent of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty affected thereby) and agree that the (j) Buyer may assign its rights under this Agreement to any Debt Financing Sources shall not have any liability Source as collateral security. (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties thereto.SIGNATURE PAGE FOLLOWS)

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each party hereto, on behalf of itself, its respective Subsidiaries and each of its respective controlled Affiliates acknowledge and agree that hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any action, advisory suit or agency relationship between proceeding of any kind or description, whether in contract or in tort or otherwise, involving the Debt Financing Sources, on arising out of or relating to this Agreement, the one hand, and Debt Financing or any of the Parent agreements entered into in connection with the Debt Financing and/or the Best Efforts Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such action, suit or proceeding to the exclusive jurisdiction of such court; (b) agrees that any such action, suit or proceeding shall be governed by and construed and enforced in accordance with the laws, rules or provisions of the State of New York, including its statute of limitations (without giving effect to any conflicts of law principles that would result in the application of the laws of another state); (c) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any action, suit or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to this Agreement and Agreement, the Debt Financing, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and Letter, the Best Efforts Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and hereby or thereby or the Debt Financingperformance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions irrevocably waives, to the Parent fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action, suit or the Company by virtue of proceeding in any fiduciary, advisory or agency relationship and such court; (e) the Company knowingly, intentionally and its Affiliates waive, voluntarily waives to the fullest extent permitted by lawapplicable law trial by jury in any action, any claims the Company and its Affiliates may have suit or proceeding brought against the Debt Financing Sources for breach in any way arising out of fiduciary duty or alleged breach relating to this Agreement, the Debt Financing, the Best Efforts Debt Financing or any of fiduciary duty and agree the transactions contemplated hereby or thereby or the performance of any services thereunder; (f) agrees that none of the Debt Financing Sources shall not will have any liability (whether direct or indirect) 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 respect any way adverse to the Debt Financing Sources without the prior written consent of such a fiduciary duty claim 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 to any person asserting a fiduciary duty claim modify the rights and obligations of Parent (on behalf of or in right of the Companyitself, including the Company’s stockholdersits Affiliates, and its Affiliates’ respective officers, directors, equity holders, employees and agents) under this Agreement or creditors. The Company any Debt Financing Sources’ obligations to Parent (on behalf of itself, its Affiliates, and its Affiliates further acknowledge Affiliates’ respective officers, directors, equity holders, employees and agree that agents) under the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including and/or the Company) other than the parties theretoBest Efforts Debt Financing documentation.

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that (a) Notwithstanding anything in this Agreement to the contrary, each Debt Financing Source will act as an independent contractor for member of the Parent Group and no fiduciary, advisory or agency relationship between the Debt Financing Sources, on the one hand, and the Parent or the Company, on behalf of itself, and each of their respective Subsidiaries and controlled Affiliates hereby: (a) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving the other handDebt Financing Parties, is intended to be arising out of or has been created relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in respect of connection with the Debt Financing or any of the transactions contemplated by this Agreement and the Debt Financing, irrespective of whether the Debt Financing Sources have advised hereby or are advising the Parent thereby or the Company on other mattersperformance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, (b) each Debt Financing Source is acting solely as a principal and not as an agent agrees that any such Action shall be governed by the laws of the Parent under State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another State), except as may otherwise be provided in the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the or other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and applicable definitive document relating to the Debt Financing, (dc) Parent and agrees not to bring or support or permit any of its Subsidiaries or controlled Affiliates to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Party in any way arising out of or relating to, this Agreement, the Company have been advised that Debt Financing, the Debt Commitment Letter or any document relating to the Debt Financing Sources are engaged in a broad range or any of the transactions that may involve interests that differ from the Parent’s contemplated hereby or thereby or the Company’s interests and performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that the Debt Financing Sources do not have service of process upon any obligation to disclose such interests and transactions to member of the Parent Group, the Company, or the Company by virtue of their respective Subsidiaries or controlled Affiliates in any fiduciarysuch Action or proceeding shall be effective if notice is given in accordance with Section 11.01, advisory or agency relationship and (e) irrevocably waives, to the Company fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (f) knowingly, intentionally and its Affiliates waive, voluntarily waives to the fullest extent permitted by lawapplicable law trial by jury in any such Action, including any claims the Company and its Affiliates may have Action brought against the Debt Financing Sources for breach Parties in any way arising out of fiduciary duty or alleged breach relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any document relating to the Debt Financing or any of fiduciary duty 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 agree (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 Sources 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 have be amended in any liability (whether direct or indirect) way adverse to the Company Debt Financing Parties without the prior written consent of the Debt Financing Parties) and (i) Buyer may assign its Affiliates in respect of such a fiduciary duty claim or rights under this Agreement to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoFinancing Entity as collateral security.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, Seller and each Seller Related Party, on behalf of itself and its Affiliates acknowledge and agree Subsidiaries, hereby: (i) agrees that (a) each any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving any Debt Financing Source will act as an independent contractor for the Parent and no fiduciarySource, advisory arising out of or agency relationship between relating to, this Agreement, the Debt Financing Sources, on or any of the one hand, and agreements entered into in connection with the Parent Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, and such Action (except to the extent relating to the interpretation of any provisions in this Agreement and (including any provision in any documentation related to the Debt FinancingFinancing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of New York)) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), irrespective (ii) agrees not to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing 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 in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees that service of process upon Seller or its Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 10.5, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 have advised in any way arising out of or are advising the Parent or the Company on other mattersrelating to, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and this Agreement, the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by 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 and Agreement, the Debt FinancingFinancing 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 (dprovided 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) Parent and the Company have been advised agrees that the Debt Financing Sources are engaged in a broad range of transactions that express third party beneficiaries of, and may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by lawenforce, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including provisions in this Agreement reflecting the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights foregoing agreements in favor of, any person (including the Company) other than the parties thereto.this Section

Debt Financing Sources. The Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself, its Subsidiaries, and its Affiliates acknowledge and agree that each of their respective Affiliates, directors, officers, employees, representatives or agents it controls hereby: (a) each agrees that all actions, suits, claims or counterclaims, litigation or other proceedings (including any civil, criminal, administrative, investigative or appellate proceeding) (collectively, the “Legal Proceedings”) by or before a Governmental Authority (whether at law or equity, in tort, contract or otherwise) that may be based upon, arise out of or relate to this Agreement, any Debt Financing Source will act as an independent contractor for the Parent and no fiduciary, advisory or agency relationship between the any agreements entered into in connection with any Debt Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement and hereby or thereby or the Debt Financing, irrespective performance of whether the any services thereunder involving any Debt Financing Sources have advised Related Parties shall be subject to the exclusive jurisdiction of any federal or are advising state court in the Parent or Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding to the Company on other mattersexclusive jurisdiction of such court, and such Legal Proceeding shall be governed by the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws, except as otherwise provided in any Debt Commitment Letter, (b) each agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Legal Proceeding by or before a Governmental Authority (whether, at law or equity, in tort, contract or otherwise) that may be based upon, arise out of or relate to this Agreement, any Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the or any agreements entered into in connection with any Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent any transactions contemplated hereby or thereby or the Company rely on, performance of any fiduciary duty on the part of the services thereunder against any Debt Financing SourcesSources Related Party or their Representatives in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (c) agrees that service of process upon the Parent Company, its Subsidiaries and the Company are capable each of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated its controlled Affiliates in any such Legal Proceeding by this Agreement and the Debt Financingor before a Governmental Authority shall be effective if notice is given in accordance with Section 9.1, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waiveirrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Legal Proceeding in any such court, (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 claims the Company and its Affiliates may have against 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 for breach of fiduciary duty or alleged breach of fiduciary duty to fund the Debt Financing) and agree (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 have be amended in any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or way adverse to any person asserting a fiduciary duty claim on behalf of or in right Debt Financing Sources Related Parties without the prior written consent of the Company, including the Company’s stockholders, employees or creditorsapplicable Debt Financing Sources. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties thereto.[Signature page follows]

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each of the Parties on behalf of itself and each of its respective controlled Affiliates acknowledge and agree that hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any action, advisory cause of action, claim, cross-claim or agency relationship between third-party claim, suit, investigation or any other proceeding of any kind or description (whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing Sources, on arising out of or relating to this Agreement, the one handDebt Financing, and the Parent Commitment Letter or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each Party irrevocably submits itself and its property with respect to any such action, cause of action, claim, cross-claim or third-party claim, suit, investigation or proceeding (except to the extent (a) relating to the interpretation of any provision of this Agreement or (b) expressly specified otherwise in any agreements entered into in connection with the Debt Financing) to the exclusive jurisdiction of such Subject Court and agrees that any such dispute shall be governed by, and construed in accordance with, the Laws of the State of New York, (b) agrees not to bring or support or permit any of its respective controlled Affiliates to bring or support any action, cause of action, claim, cross-claim or third-party claim, suit, investigation or any other proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, irrespective the Commitment Letter or any of whether the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action, cause of action, claim, cross-claim or third-party claim, suit, investigation or other proceeding of any kind or description in any such Subject Court, (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 Debt Financing Sources have advised in any way arising out of or are advising relating to this Agreement, the Parent Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the Company on other mattersperformance of any services thereunder, (be) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship agrees that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part none of the Debt Financing Sources, (c) Sources will have any liability to any of the Parent and the Company are capable Sellers or Owners or their respective controlled Affiliates relating to or arising out of evaluating and understanding, and Parent and the Company understand and acceptthis Agreement, the termsDebt Financing, risks and conditions the Commitment Letter or any of the transactions contemplated by hereby or thereby or the performance of any services thereunder and that none of the Sellers or Founders or their respective controlled Affiliates shall bring or support any legal action, including any action, cause of action, claim, cross-claim or third-party claim, suit, investigation or other proceeding of any kind or 116 description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Sources relating to or in any way arising out of this Agreement and Agreement, the Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (df) Parent waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action, cause of action, claim, cross-claim or third-party claim, suit, investigation or any other proceeding of any kind or description involving any Debt Financing Source or the Company have been advised transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, (g) agree that service of process upon any Party in any such action, cause of action, claim, cross-claim or third-party claim, suit, investigation or any other proceeding shall be effective if notice is given in accordance with Section 11.2, (h) agree that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature and (i) agrees (x) that the Debt Financing Sources are engaged express third-party beneficiaries of, and may enforce, any of the provisions in a broad range of transactions that may involve interests that differ from the Parent’s this Section 11.15 (or the Company’s interests definitions of any terms used in this Section 11.15), Section 11.3 and that Section 11.4 and (y) to the extent any amendments to any such provisions (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would not modify the substance of this Section 11.15) are adverse to the Debt Financing Sources do Sources, such provisions shall not have be amended or waived in any obligation to disclose such interests and transactions to way without the Parent or the Company by virtue prior written consent of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 11.15 shall in any way affect any Party’s or any of fiduciary duty or alleged breach of fiduciary duty their respective Affiliates’ rights and agree that the remedies under any binding agreement between a Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company Source and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoParty.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each of the parties on behalf of itself and each of its Affiliates acknowledge and agree that hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any legal action (whether at Law or in equity, advisory whether in Contract or agency relationship between in tort or otherwise), involving the Debt Financing Sources, on arising out of or relating to this Agreement, the one hand, and the Parent Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such Subject Courts and agrees that any such dispute shall be governed by, and construed in accordance with, the Laws of the State of New York, except as otherwise set forth in 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 choice or conflict of Law provision or rule that would cause the application of Laws of any other jurisdiction, (b) agrees not to bring or support or permit any of its Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether at Law or in equity, whether in Contract or in tort or otherwise), against the Debt Financing Sources in any way arising out of or relating to this Agreement Agreement, or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Debt Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing, irrespective or any of whether the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Sources will have advised any liability to any of the Sellers, the Business Entities or are advising their respective Affiliates relating to or arising out of this Agreement, the Parent Debt Financing, or any of the transactions contemplated hereby or thereby or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal performance of any services thereunder and not as an agent that none of the Parent under Sellers, the Debt Commitment Letter and the Debt Financing SourcesBusiness Entities or any of their respective Affiliates shall bring or support any legal action (including any action, on the one handcause of action, and the Parentclaim, on the other handcross-claim or third party claim of any kind or description, have an arm’s-length business relationship that does not directly whether at Law or indirectly give rise toin equity, nor do Parent whether in Contract or the Company rely onin tort or otherwise), against any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable Sources relating to or in any way arising out of evaluating and understanding, and Parent and the Company understand and acceptthis Agreement, the termsDebt Financing, risks and conditions or any of the transactions contemplated by this Agreement and hereby or thereby or the Debt Financingperformance of any services thereunder, (df) Parent 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 Company have been advised 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 engaged express third party beneficiaries of, and may enforce, any of the provisions in a broad range of transactions that may involve interests that differ from the Parent’s this Section 10.22 (or the Company’s interests definitions 84 of any terms used in this Section 10.22) and that (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 do Sources, such provisions shall not have any obligation to disclose such interests and transactions to be amended without the Parent or the Company by virtue prior written consent of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach 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 fiduciary duty or alleged breach of fiduciary duty their respective Affiliates’ rights and agree that the remedies under any binding agreement to which a Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such Source is a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoparty.

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that (a) each Debt Financing Source will act as an independent contractor for Notwithstanding anything in this Agreement to the Parent and no fiduciarycontrary, advisory or agency relationship between the Debt Financing Sources, on the one hand, and the Parent or the Company, on behalf of itself and its Subsidiaries, hereby: (i) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving any Debt Financing Sources Related Party and arising out of or relating to, this Agreement, the other hand, is intended to be Debt Financing or has been created any of the agreements entered into in respect of connection with the Debt Financing or any of the transactions contemplated by 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, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, and such Action (except to the extent relating to the interpretation of any provisions in this Agreement and the Debt Financing, irrespective of whether (including any provision in any documentation related to the Debt Financing Sources have advised or are advising that expressly specifies that the Parent or interpretation of such provisions shall be governed by and construed in accordance with the Company on other matterslaw of the State of Delaware)) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (bii) each agrees not to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source is acting solely as a principal and not as an agent Sources Related Party in any way arising out of the Parent under the Debt Commitment Letter and or relating to, this Agreement, the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and hereby or thereby or the Debt Financingperformance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) Parent and agrees that service of process upon the Company have been advised that the Debt Financing Sources are engaged or its Subsidiaries in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions Action shall be effective if notice is given in accordance with Section 9.06, (iv) irrevocably waives, to the Parent or fullest extent that it may effectively do so, the Company by virtue defense of an inconvenient forum to the maintenance of such Action in any fiduciarysuch court, advisory or agency relationship (v) knowingly, intentionally and (e) the Company and its Affiliates waive, voluntarily waives to the fullest extent permitted by lawapplicable 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 claims 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 Affiliates may have against Subsidiaries under any debt commitment letter or any definitive agreements relating to the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty executed in connection with the Debt Financing to the extent the Company and/or its Affiliates are party thereto) and agree (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 have be amended in any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or way materially adverse to any person asserting a fiduciary duty claim on behalf Debt Financing Sources Related Parties without the prior written consent of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the each related Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoFinancing Source.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each of the parties on behalf of itself and each of its Affiliates acknowledge and agree that hereby: (a) each agrees that any legal action (whether in Law or in equity, whether in Contract or in tort or otherwise), involving any Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryRelated Party, advisory arising out of or agency relationship between the relating to this Agreement, any Debt Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such Subject Courts and agrees that any such dispute shall be governed by, and construed in accordance with, the Laws of the State of New York, except as otherwise set forth in any commitment letter in respect of such Debt Financing, irrespective 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 Debt Financing Sources have advised 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 choice or are advising conflict of Law provision or rule that would cause the Parent or the Company on application of Laws of any other mattersjurisdiction, (b) each agrees not to bring or support or permit any of its Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in Law or in equity, whether in Contract or in tort or otherwise), against any Debt Financing Source is acting solely as a principal and not as an agent Related Party in any way arising out of or relating to this Agreement, any Debt Financing or any of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly transactions contemplated hereby or indirectly give rise to, nor do Parent thereby or the Company rely on, performance of any fiduciary duty on the part of the Debt Financing Sourcesservices thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and acceptfullest extent that it may effectively do so, the terms, risks and conditions defense of an inconvenient forum to the transactions contemplated by this Agreement and the Debt Financingmaintenance of such legal action in any such Subject Court, (d) Parent knowingly, intentionally and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, voluntarily waives to the fullest extent permitted by lawapplicable 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 claims the Company and its Affiliates may have against the Debt Financing Sources for breach or any of fiduciary duty the transactions contemplated hereby or alleged breach thereby or the performance of fiduciary duty and agree any services thereunder, (e) agrees that the no Debt Financing Sources shall not Source Related Party will have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholdersSubsidiaries or their respective shareholders or Affiliates relating to or arising out of this Agreement, employees any Debt Financing or creditors. The Company any of the transactions contemplated hereby or thereby or the performance of any services thereunder and its that none of the Company, the Company’s Subsidiaries or any of their respective Affiliates further acknowledge 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 agree 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 the Debt Commitment Letter it is not intended personally subject to confer the jurisdiction of the Subject Courts as described herein for any benefits uponreason, or create and (g) agrees (i) that any rights in favor Debt Financing Source Related Parties are express third party beneficiaries of, and may enforce, any person of the provisions in this Section 9.15 (including or the Companydefinitions of any terms used in this Section 9.15) other than and (ii) to the parties theretoextent 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. The (a) Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself, its Subsidiaries and its Affiliates acknowledge and agree hereby: (i) agrees that (a) each any action, whether in law or in equity, whether in contract or in tort or otherwise, involving any Debt Financing Source will act as an independent contractor for the Parent and no fiduciarySources Related Party, advisory arising out of or agency relationship between relating to, this Agreement, the Debt Financing Sources, on or any of the one hand, and agreements entered into in connection with the Parent Debt Financing (including the Debt Commitment Letter) or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by 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 hereby irrevocably submits itself and its property with respect to any such Debt Financing Action to the exclusive jurisdiction of such court, and such Debt Financing Action (except to the extent relating to the interpretation of any provisions in this Agreement and the Debt Financing, irrespective of whether (including any provision in any documentation related to the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under including the Debt Commitment Letter Letter) that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (ii) agrees not to bring or support, or permit any of its Affiliates to bring or support, any Debt Financing Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources Related Party in any way arising out of or relating to, this Agreement, the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of (including the Debt Financing Sources, (cCommitment Letter) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions or any of the transactions contemplated by this Agreement and hereby or thereby or the Debt Financingperformance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) Parent and agrees that service of process in any Debt Financing Action shall be effective if notice is given in accordance with the Company have been advised procedures set forth in Section 9.7, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any Debt Financing Action in any such court with respect to any Debt Financing Action involving any Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests Related Party, (v) knowingly, intentionally and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, voluntarily waives to the fullest extent permitted by lawapplicable Law, trial by jury in any claims Debt Financing Action involving any Debt Financing Sources Related Party, as the Company and its Affiliates case may have against be, in any way arising out of or relating to, this Agreement, the Debt Financing Sources for breach (including the Debt Commitment Letter) or any of fiduciary duty the transactions contemplated hereby or alleged breach thereby or the performance of fiduciary duty any services thereunder and agree (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 have be amended, modified or waived in any liability (whether direct or indirect) way that is adverse to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right Debt Financing Sources Related Parties without the prior written consent of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that Debt Financing Sources party to the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoLetter.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each of the Parties on behalf of itself and each of its controlled Affiliates acknowledge and agree that hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent agrees that all issues and no fiduciary, advisory or agency relationship between questions concerning and against the Debt Financing Sources, on the one hand, and the Parent Sources in any way arising out of or the Company, on the other hand, is intended relating to be this Agreement or has been created any debt financing entered into in respect of any of connection with the transactions contemplated by this Agreement (the “Debt Financing”) or any the definitive agreements relating to the Debt Financing (the “Definitive Debt Financing Agreements”) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (whether based in contract, tort or otherwise) or the performance thereof, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, (b) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing, irrespective the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and the appellate courts thereof), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any legal action (whether in law or in equity, whether in contract or in tort or otherwise) brought against the Debt Financing Sources have advised in any way arising (directly or are advising indirectly) out of or relating to this Agreement, the Parent Debt Financing, the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the Company on other mattersperformance of any services thereunder, (bd) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship agrees that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part none of the Debt Financing SourcesSources will have any liability to any of the Seller, (c) the Parent its Affiliates or their respective directors, officers, employees, agents, partners, managers, members and the Company are capable stockholders relating to or arising out of evaluating and understanding, and Parent and the Company understand and acceptthis Agreement, the terms, risks and conditions Debt Financing or the Definitive Debt Financing Agreements or any of the transactions contemplated by 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 and 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 (de) Parent and the Company have been advised agrees (x) that the Debt Financing Sources are engaged express third party beneficiaries of, and may enforce, any of the provisions in a broad range of transactions that may involve interests that differ from the Parent’s this Section 13.17 (or the Company’s interests definitions of any terms used in this Section) and that (y) to the 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 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 do Sources, such provisions shall not have any obligation to disclose such interests and transactions to be amended without the Parent or the Company by virtue prior written consent of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) Sources. Notwithstanding anything contained herein to the Company contrary, nothing in this Section 13.17 shall in any way affect a party’s rights and its Affiliates in respect remedies under the Definitive Financing Agreements to the extent they are a party thereto. [The remainder of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of this page has been intentionally left blank; the Company, including next page is the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretosignature page.]

Debt Financing Sources. The Company Notwithstanding anything to the contrary contained herein, the Seller (on behalf of itself and its Affiliates acknowledge affiliates and agree that each officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof), solely in its capacity as a party to this Agreement, (ai) each hereby waives any claims or rights against any Debt Financing Source will act Source, solely in their respective capacities as an independent contractor for lenders or arrangers in connection with the Parent financing of the transactions contemplated hereby, relating to or arising out of this Agreement, the Commitment Letter and no fiduciarythe transactions contemplated hereby and thereby, advisory whether at law or agency relationship between in equity and whether in tort, contract or otherwise, (ii) hereby agrees not to commence any suit, action or proceeding against any Debt Financing Source, solely in their respective capacities as lenders or arrangers in connection with the financing of the transactions contemplated hereby, in connection with this Agreement, the Commitment Letter and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, and (iii) hereby agrees to cause any suit, action or proceeding asserted against any Debt Financing Source, solely in their respective capacities as lenders or arrangers in connection with the financing of the transactions contemplated hereby, by or on behalf of the Seller, any of its affiliates or any officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof in connection with this Agreement, the Commitment Letter and the transactions contemplated hereby and thereby to be dismissed or otherwise terminated. The Debt Financing Sources, on solely in their respective capacities as lenders or arrangers in connection with the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created in respect of any financing of the transactions contemplated by this Agreement and the Debt Financinghereby, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (rights or claims against the Seller or any related person thereof, in connection with this Agreement or the Financing, whether direct at law or indirect) to equity, in contract, in tort or otherwise. For the Company avoidance of doubt, this Section shall not amend or impinge the Seller’s rights under any separate agreements between the Seller and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditorsDebt Financing Source. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties thereto.[Signature page follows]

Debt Financing Sources. The Company and Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, its Affiliates acknowledge and agree that the other Acquired Companies, hereby (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagree that any suit, advisory action, audits, investigations, examinations, inquiries or agency relationship between proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, on arising out of or relating to, this Agreement, the one hand, and Debt Financing or any of the Parent agreements entered into in connection with the Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such suit, action, audits, investigations, examinations, inquiries or proceeding to the exclusive jurisdiction of such court, (b) agree that any such suit, action, audits, investigations, examinations, inquiries or proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), (c) agree not to bring or support any suits, claims, charges, actions, audits, investigations, examinations or inquiries of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources in any way arising out of or relating to, this Agreement Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agree that service of process upon the Company, the Acquired Companies and their respective Affiliates in any such suit, action or proceeding shall be effective if notice is given by mail or courier in accordance with Section 9.01, (e) irrevocably waive, to the fullest extent that they may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action, audits, investigations, examinations, inquiries or proceeding in any such court, (f) knowingly, intentionally and voluntarily waive to the fullest extent permitted by Applicable Law trial by jury in any suit, action, audits, investigations, 91 examinations, inquiries or proceeding brought against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, irrespective the Debt Commitment Letter or any of whether the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agree that none of the Debt Financing Sources will have advised any liability to the Acquired Companies or are advising their respective Affiliates relating to or arising out of this Agreement, the Parent or the Company on other mattersDebt Financing, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and 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) agree that the Debt Financing Sources, on the one handSources are express third-party beneficiaries of, and may enforce, this Section, Section 9.04, the last sentence of Section 9.05 and any of the provisions in this Agreement reflecting the foregoing agreements in this Section, and (i) agree that the provisions in this Section 9.15, Section 9.04, the last sentence of Section 9.05 and the definition of “Debt Financing Sources” (and any other provisions of this Agreement to the extent a modification thereof would adversely modify the substance of any of the foregoing as it affects the Debt Financing Sources in any material respect) shall not be amended, waived or otherwise modified, in each case, in any way that is averse to the Debt Financing Sources without the prior written consent of Debt Financing Sources. Notwithstanding anything to the contrary herein, nothing in this Agreement shall impact the rights of Parent, on the other handMerger Sub and their respective Affiliates, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part obligations of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that under the Debt Commitment Letter is not intended to confer or any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretodefinitive financing documentation.

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that (a) each Debt Financing Source will act as an independent contractor for Notwithstanding anything in this Agreement to the Parent and no fiduciarycontrary, advisory or agency relationship between the Debt Financing Sources, on the one hand, and the Parent or the Company, on the other handbehalf of itself and its Subsidiaries, is intended to be hereby: (i) agrees that any judicial, administrative or has been created arbitral actions, suits or proceedings by or before any Governmental Entity and any claim, demand, audit, review, inquiry, examination, or investigation, whether in law or in equity, whether in contract or in tort or otherwise (collectively, “Actions”), involving a Financing Source in respect of any Debt Financing (a “Debt Financing Source”), arising out of or relating to, this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated by hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, and such Action (except to the extent relating to the interpretation of any provisions in this Agreement and (including any provision in any documentation related to the Debt FinancingFinancing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of New York)) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), irrespective (ii) agrees not to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing 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 in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees that service of process upon the Company or its Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 7.9, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 have advised in any way arising out of or are advising the Parent or the Company on other mattersrelating to, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and this Agreement, the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by 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 and or the Debt Financing, (dvii) 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 Company have been advised 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 engaged 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 a broad range this Agreement reflecting the foregoing agreements in this Section 7.13, and such provisions and the definitions of transactions that may involve interests that differ from “Debt Financing Sources” and “Debt Financing Sources Related Parties” (and any other provision of this Agreement to the Parent’s extent an amendment, supplement, waiver or other modification of such provision would modify the Company’s interests and that substance of such Sections) shall not be amended, modified, waived or terminated in any way adverse to the Debt Financing Sources do not have any obligation to disclose such interests and transactions to without the Parent or the Company by virtue prior written consent of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach Sources. For purposes of fiduciary duty or alleged breach of fiduciary duty and agree that the this Section 7.13, “Debt Financing Sources” includes all Debt Financing Sources shall not Related Parties. The Company, Parent and Merger Sub have any liability (whether direct or indirect) caused this Agreement to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right be executed as of the Companydate first written above. ZAYO GROUP HOLDINGS, including 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 Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person Agreement (including the Company) other than the parties thereto.this Exhibit A):

Debt Financing Sources. The Company Notwithstanding anything herein to the contrary, the Sellers, the Seller Representative and its Affiliates acknowledge and agree that (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciary, advisory or agency relationship between the Debt Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created in respect behalf of themselves and any of the transactions contemplated by this Agreement and the Debt Financingtheir respective Affiliates, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, hereby (ba) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised acknowledge that the Debt Financing Sources are engaged (in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (etheir capacities as such) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct in contract, in tort or indirectotherwise) to the Company and its Affiliates in respect of such a fiduciary duty claim Sellers, the Seller Representative or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholdersor any of their respective Affiliates, employees for any obligations or creditors. The Company and its Affiliates further acknowledge and agree that liabilities of any Party hereto under this Agreement or the Debt Commitment Letter is not intended to confer or for any benefits uponclaim based on, in respect of, or create by reason of this Agreement, the Debt Commitment Letter or the transactions contemplated hereby or thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to any Debt Financing or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise, (b) waives any rights or claims (whether in favor ofcontract, in tort or otherwise) the Sellers, the Seller Representative or the Company or their respective Affiliates may have against any person of the Debt Financing Sources in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the Contemplated Transactions, (including c) agrees not to bring or support any Action (whether in contract, in tort or otherwise) against any of the Debt Financing Sources in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated hereby or thereby and (d) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Debt Financing Source in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated hereby or thereby; provided that, in no event will the Sellers, the Seller Representative and the Company, on behalf of themselves and any of their respective Affiliates have any liability of any kind or nature to any lender or related party arising or resulting from any cooperation or assistance provided pursuant to this Agreement, except to the extent that such liability results from the gross negligence, bad faith or willful misconduct of the Sellers, the Seller Representative or the Company or any of their respective directors, managers, officers, employees, agents or representatives. Nothing in this Section 10.16 shall in any way limit or qualify the rights and obligations of (i) the Debt Financing Sources for the Debt Financing and the other than parties to the parties Debt Financing (or the definitive documents entered into pursuant thereto) to each other thereunder or in connection therewith, including pursuant to the Debt Commitment Letter, and (ii) the Sellers, the Seller Representative or the Company against Parent.

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that Notwithstanding anything to the contrary contained in this Agreement, other than pursuant to the Debt Commitment Letter with respect to Buyer, (a) each neither any party hereto nor any of their respective Subsidiaries, Affiliates, officers, directors, employees, advisors, attorneys, agents or representatives shall have any rights or claims against any Debt Financing Source will act as an independent contractor for the Parent and no fiduciarySource, advisory in any way relating to this Agreement or agency relationship between the Debt Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement and Agreement, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including (other than with respect to Buyer) any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the Debt Financing, irrespective whether at law or equity, in contract, in tort or otherwise and the Seller (on behalf of whether the Debt Financing Sources have advised itself and such Subsidiaries, Affiliates, officers, directors, employees, advisors, attorneys, agents and representatives) hereby waives any such rights or are advising the Parent or the Company on other matters, claims and (b) each no Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct in contract, in tort or indirectotherwise) to any party hereto or any of their respective Subsidiaries, Affiliates, officers, directors, employees, advisors, attorneys, agents or representatives 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 Company transactions contemplated hereby and its Affiliates thereby or in respect of such a fiduciary duty claim any oral representations made or alleged to have been made in connection herewith or therewith, including (other than with respect to Buyer) any person asserting a fiduciary duty claim on behalf dispute arising out of or relating in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that any way to the Debt Commitment Letter is not intended or the performance thereof or the Debt Financing, whether at law or equity, in contract, in tort or otherwise. No Debt Financing Source shall be subject to confer any benefits uponspecial, consequential, punitive or create any rights in favor of, any person (including the Company) other than the parties thereto.indirect damages or damages of a tortious nature. [Signature page follows]

Debt Financing Sources. The Notwithstanding anything in this Agreement to the contrary, the Company and on behalf of itself, its Affiliates acknowledge and agree that (a) each Debt Financing Source will act as an independent contractor for members, partners, the Parent and no fiduciary, advisory or agency relationship between the Debt Financing Sources, on the one handCompany Subsidiaries, and each of their respective Affiliates, directors, officers, shareholders, employees, representatives or agents hereby: (i) agrees that all Legal Proceedings by or before a Governmental Body (whether at law or equity, in tort, contract or otherwise) that may be based upon, arise out of or relate to this Agreement, the Parent Financing or any of the Company, on agreements (including the other hand, is intended to be Commitment Letter) entered into in connection with the Financing or has been created in respect of 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 hereto irrevocably submits itself and its property with respect to any such Legal Proceeding to the exclusive jurisdiction of such court, and such Legal Proceeding shall be governed by the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws, (ii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Legal Proceeding by or before a Governmental Body (whether, at law or equity, in tort, contract or otherwise) that may be based upon, arise out of or relate to this Agreement and Agreement, the Debt Financing, irrespective of whether the Debt Financing Sources have advised Commitment Letter or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent any of the Parent under agreements (including the Debt Commitment Letter and Letter) entered into in connection with the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and hereby or thereby or the Debt Financingperformance 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, (diii) Parent and agrees that service of process upon the Company, the Company have been advised that the Debt Financing Sources are engaged Subsidiaries and each of its controlled Affiliates in any such Legal Proceeding by or before a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciaryGovernmental Body shall be effective if notice is given in accordance with Section 9.6, advisory or agency relationship and (eiv) the Company and its Affiliates waiveirrevocably waives, to the fullest extent permitted by lawLaw, the defense of an inconvenient forum to the maintenance of such Legal Proceeding in any claims such court, (v) irrevocably and unconditionally waives to the Company and its Affiliates fullest extent permitted by applicable Law any right it may have to a trial by jury in any such Legal Proceeding brought against the Debt Financing Sources for breach Related Parties directly or indirectly arising out of, under or in connection with this Agreement, the Financing, the Commitment Letter or any of fiduciary duty the transactions contemplated hereby or alleged breach thereby or the performance of fiduciary duty any services thereunder, (vi) agrees that this Agreement may not be enforced against any Financing Source Related Party or their Representatives and agree agrees that none of the Debt Financing Sources shall not Source Related Parties will have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the CompanyCompany Subsidiaries or any of their respective controlled Affiliates or Representatives (in each case, including other than Buyer, Merger Sub and their respective subsidiaries) relating to or arising out of this Agreement, the Company’s stockholdersFinancing, employees the Commitment Letter or creditors. The Company 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 its Affiliates further acknowledge and agree (vii) agrees that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor Financing Source Related Parties are express third party beneficiaries of, and may enforce, any person (including of the Company) other than provisions in this Agreement reflecting the parties thereto.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. The Company Notwithstanding anything in this Agreement to the contrary, each of the parties on behalf of itself and each of its Affiliates acknowledge and agree that hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any Action, advisory whether in law or agency relationship between in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, on arising out of or relating to, this Agreement, the one handDebt Financing, and the Parent Debt Commitment Documentation, the definitive documentation governing the Debt Financing or any of the agreements entered into in connection with the Debt Financing, the Debt Commitment Documentation or the Company, on definitive documentation governing the other hand, is intended to be Debt Financing or has been created in respect of any of the transactions contemplated by 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, and any appellate court thereof and each party irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, (b) agrees not to bring or support or permit any of its Affiliates to bring or support any Action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources in any way arising out of or relating to this Agreement and Agreement, the Debt Financing, irrespective the Debt Commitment Documentation, the definitive documentation governing the Debt Financing or any of whether the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (d) 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 have advised in any way arising out of or are advising relating to this Agreement, the Parent or the Company on other mattersDebt Financing, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and Documentation, the definitive documentation governing the Debt Financing Sourcesor any of the agreements entered into in connection with the Debt Financing, on the one handDebt Commitment Documentation, and the Parent, on definitive documentation governing the other hand, have an arm’s-length business relationship that does not directly Debt Financing or indirectly give rise to, nor do Parent any of the transactions contemplated hereby or thereby or the Company rely onperformance of any services thereunder, any fiduciary duty on the part (e) agrees that none of the Debt Financing SourcesSources will have any liability to any of the Company, (c) the Seller, the Parent and the Company are capable or any of evaluating and understanding, and Parent and the Company understand and accepttheir respective Affiliates or Representatives relating to or arising out of this Agreement, the termsDebt Financing, risks and conditions the Debt Commitment Documentation, the definitive documentation governing the Debt Financing or any of the agreements entered into in connection with the Debt Financing, the Debt Commitment Documentation or the definitive documentation governing the Debt Financing or any of the transactions contemplated by hereby or thereby or the performance of any services thereunder and that it shall not and shall not permit any of its Affiliates or any of their respective officers, directors, or employees to seek any action for specific performance against any of the Debt Financing Sources relating to or in any way arising out of this Agreement and Agreement, the Debt Financing, the Debt Commitment Documentation, the definitive documentation governing the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (df) Parent 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 Company have been advised transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, and (g) agrees that the Debt Financing Sources are engaged express third party beneficiaries of, and may enforce, any of the provisions in a broad range this Section 11.16 and Section 10.03(e), Section 11.06, Section 11.07, Section 11.08 and Section 11.10 to the extent contemplated thereby (and to the extent any amendments to such provisions are materially adverse to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation party to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter Letter). Notwithstanding anything contained herein to the contrary, nothing in this Section 11.16 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 not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoa party.

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that (a) each Debt Financing Source will act as an independent contractor for Notwithstanding anything in this Agreement to the Parent and no fiduciarycontrary, advisory or agency relationship between but without affecting the Debt Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created terms of any agreement in respect of any Financing, Seller and each of the Companies, on behalf of itself and each of their respective controlled Affiliates (but not, for the avoidance of doubt, Buyer) hereby: (a) 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; (b) hereby waives any and the Debt Financing, irrespective all claims and causes of whether action against the Debt Financing Sources have advised relating to or are advising the Parent or the Company on other mattersarising out of this Agreement, (b) each any Debt Financing Source is acting solely as a principal and not as an agent Agreement of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions 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; (c) 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 Debt Financing, transactions contemplated by this Agreement or the transactions contemplated hereby or thereby; and (d) Parent agrees that the provisions of this ‎Section 11.16 and the Company have been advised that 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 are engaged in a broad range without the prior written consent of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoSources.

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that Notwithstanding anything to the contrary contained in this Agreement, each Party: (a) each Debt Financing Source agrees that it will act as an independent contractor for not bring 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 Parent 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 in any way to the Financing, in any forum other than the federal and no fiduciaryNew 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, advisory in equity, in contract, in tort or agency relationship between otherwise) against any of the Debt Financing Sourcesdebt financing sources (or any Lender Related Party) in any way relating to the Financing, on the one handshall be exclusively governed by, and construed in accordance with, the Parent or Laws of the Company, on the other hand, is intended State of New York; and (c) hereby irrevocably and unconditionally waives any right such party may have to be or has been created a trial by jury in respect of any of the transactions contemplated by this Agreement and the Debt Financing, irrespective of litigation (whether the Debt Financing Sources have advised in law or are advising the Parent in equity; whether in contract or the Company on other matters, (bin tort or otherwise) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent arising out of or relating in any way to the Company rely on, any fiduciary duty on Financing. Notwithstanding anything to the part of the Debt Financing Sourcescontrary contained this Agreement, (ci) the Parent and the Company are capable of evaluating and understandingSeller, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waivetheir respective Subsidiaries and their respective Representatives, to the fullest extent permitted by lawAffiliates, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty directors, officers, employees, agents, partners, managers, members or alleged breach of fiduciary duty and agree that the Debt Financing Sources stockholders shall not have any liability rights or Claims against any debt financing source (or any Lender Related Party) in any way relating to this Agreement or any of the Transactions, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Financing, whether at law or equity, in contract, in tort or otherwise and (ii) no debt financing source (and no Lender Related Party) shall have any Liability (whether direct in contract, in tort or indirectotherwise) to the Company Seller, its Subsidiaries, their respective Representatives and its Affiliates 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 such a fiduciary duty claim any oral representations made or alleged to have been made in connection herewith or therewith, including any person asserting a fiduciary duty claim on behalf dispute arising out of or relating in right 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 the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree this provision (it being understood that the Debt Commitment Letter is foregoing provisions may not intended be amended in a manner adverse to confer the debt financing sources (or the Lender Related Parties) in any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretomaterial respect without their prior written consent).

Debt Financing Sources. The Notwithstanding anything in this Agreement to the contrary, the Truist Parties, the Company and each Truist Related Party, on behalf of itself and its Affiliates acknowledge and agree Affiliates, hereby: (i) agrees that (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryany claim or action, advisory whether in law or agency relationship between the in equity, whether in contract or in tort or otherwise, involving any Debt Financing Sources, on arising out of or relating to, this Agreement, the one hand, and Debt Financing or any of the Parent agreements entered into in connection with the Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of 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 hereto irrevocably submits itself and its property with respect to any such claim or action to the exclusive jurisdiction of such court, and such claim or action (except to the extent relating to the interpretation of any provisions in this Agreement) shall be governed by this Agreement and the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), except as otherwise set forth in the Debt FinancingCommitment Letter, irrespective including with respect to (a) the interpretation of the definition of Material Adverse Effect (and whether or not a Material Adverse Effect has occurred), (b) the determination of the accuracy of any “specified acquisition agreement representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof any Buyer Entity or any of their Affiliates has the right to terminate their obligations hereunder pursuant to ‎Section 9.01(d) or decline to consummate the Closing as a result thereof pursuant to ‎Section 8.02(a) and (c) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the Laws of the State of Delaware (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (ii) agrees not to bring or support any claim or action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (iii) agrees that service of process upon Truist or its Affiliates in any such claim or action or proceeding shall be effective if notice is given in accordance with ‎Section 11.01, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 have advised in any way arising out of or are advising the Parent or the Company on other mattersrelating to, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and this Agreement, the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by 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 and Agreement, the Debt FinancingFinancing 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 (dviii) Parent and the Company have been advised agrees that the Debt Financing Sources are engaged express third party beneficiaries of, and may enforce, the foregoing agreements in a broad range ‎Section 9.03(b) and this ‎Section 11.16 and such provisions (and any other provision of transactions that may involve interests that differ from this Agreement to the Parent’s extent an amendment, supplement, waiver or other modification of such provision would modify the Company’s interests and that the substance of this Section) shall not be amended in any way materially adverse to any Debt Financing Sources do not have any obligation to disclose such interests 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 transactions to after the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by lawClosing, any claims the Company and its Affiliates may have Entity against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that under the Debt Commitment Letter is not intended or any definitive documentation with respect to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoDebt Financing.

Debt Financing Sources. The Notwithstanding anything to the contrary contained herein, the Seller (in each case on behalf of itself and any of its Affiliates, including the Company Group and its Affiliates acknowledge and agree that (atheir directors, officers, employees, agents and representatives) each hereby waives any rights or claims against any Debt Financing Source will act (in its capacity as an independent contractor for the Parent and no fiduciarysuch) in connection with this Agreement, advisory or agency relationship between the Debt Financing SourcesCommitment Letters, on the one handDebt Financing, and the Parent any transaction contemplated hereunder or the Company, on the other hand, is intended to be thereunder or has been created in respect of any other document whether under law or equity (whether in tort, contract or otherwise) or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith and the transactions contemplated by Company Group and the Seller (in each case on behalf of itself and any of its Affiliates, directors, officers, employees, agents and representatives) agrees not to commence any action or proceeding against any Debt Financing Source (in its capacity as such) in connection with this Agreement Agreement, the Debt Commitment Letters (including any of their respective successors and assigns), the Debt Financing, irrespective any transaction contemplated hereunder or thereunder or in respect of any other document whether under law or equity (whether in tort, contract or otherwise) and agrees to cause any such action or proceeding asserted by such Seller (on behalf of itself and any of its Affiliates, directors, officers, employees, agents and representatives) in connection with this Agreement, the Debt Financing Sources have advised Commitment Letters, the Debt Financing, any transaction contemplated hereunder or are advising the Parent thereunder or the Company on in respect of any other mattersdocument whether under law or equity (whether in tort, (bcontract, or otherwise) each against any such Debt Financing Source is acting solely as a principal and to be dismissed or otherwise terminated; provided that the foregoing shall not as an agent be construed to preclude (x) the exercise of any rights that the Parent Buyer or any of its Affiliates may have under the Debt Commitment Letter and Letters or any definitive documentation with respect to the Debt Financing Sourcesor (y) the exercise of any rights that the Seller, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent Group and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company their respective Affiliates may have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions with respect to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company Buyer and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditorshereunder. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties thereto.[Signature pages follow]

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, the Seller, on behalf of itself, and its Controlled Affiliates acknowledge and agree that hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any proceeding, advisory whether in law or agency relationship between in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, on the one hand, and the Parent Sources or the CompanyFinancing Related Persons, on the other handarising out of or relating to, is intended to be this Agreement or has been created in respect of any of the transactions contemplated by hereby, shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York (the “Chosen Financing Courts”), so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such proceeding to the exclusive jurisdiction of such Chosen Financing Courts, (b) agrees not to bring or support or permit any of its Controlled Affiliates to bring or support any proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source or Financing Related Person in any way arising out of or relating to, this Agreement or any of the transactions contemplated hereby in any forum other than any Chosen Financing Courts, (c) agrees that service of process in any such legal Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.8, (d) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under including the Debt Commitment Letter and the Debt Financing Sources, on the one handLetter, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (ch) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised agrees that the Debt Financing Sources are engaged in a broad range express third party beneficiaries of, and may enforce, any of transactions that may involve interests that differ from the Parent’s or the Company’s interests 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 do not have any obligation party to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoLetter.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each of the parties hereto, on behalf of itself and each of its Affiliates acknowledge and agree that controlled Affiliates, hereby (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciary, advisory or agency relationship between agrees that none of the Debt Financing SourcesSources will have any liability to the Equityholders, on the one handCompany or their respective Affiliates or their or their Affiliates’ Representatives relating to or arising out of this Agreement, and the Parent Debt Financing, the Debt Commitment Letter, the Debt Fee Letters or the Company, on definitive agreements entered into in connection with the other hand, is intended to be Debt Financing (the “Definitive Debt Financing Agreements”) or has been created in respect of any of the transactions contemplated by hereby or thereby or the performance of any services thereunder, and the Equityholders, the Company or their respective Affiliates or their or their Affiliates’ 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 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 and Agreement, the Debt Financing, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and Letter, the Definitive Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly Agreements or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement hereby or thereby or the performance of any services thereunder, and the Debt Financing, (db) Parent and the Company have been advised agrees (i) that the Debt Financing Sources are engaged express third party beneficiaries of, and may enforce, any of the provisions in a broad range this Section 10.19, the fourth sentence of transactions that may involve interests that differ from the Parent’s Section 9.02(b), Section 10.07(c), Section 10.03 and Section 10.05, (or the Company’s interests definitions of any terms used in this Section 10.19, the fourth sentence of Section 8.03(b), Section 10.07(c), Section 10.03 and that Section 10.05), and (ii) to the extent any amendments to any provision of this Section 10.19, the fourth sentence of Section 9.02(b), Section 10.07(c), Section 10.03 and Section 10.05 (or any of the defined terms used herein or therein or any other provision of this Agreement to the extent a modification, waiver or termination of such defined term or provision would modify the substance of this Section 10.19, the fourth sentence of Section 9.02(b), Section 10.07(c), Section 10.03 and Section 10.05) are adverse to any Debt Financing Source, such provisions shall not be amended without the prior written consent of the Debt Financing Sources do not have any obligation to disclose such interests and transactions Sources. Notwithstanding anything contained herein to the Parent or the Company by virtue of contrary, nothing in this Section 10.19 shall in any fiduciary, advisory or agency relationship way affect a party’s rights and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that remedies under the Debt Commitment Letter is not intended or the Definitive Debt Financing Agreements to confer any benefits uponthe extent they are a party thereto. 103 IN WITNESS WHEREOF, the Company, Purchaser, Merger Sub and the Equityholders’ Representative have executed and delivered the agreement, or create any rights in favor ofcaused this Agreement to be executed and delivered by their duly authorized representatives, any person (including as of the Company) other than the parties thereto.date first written above. THE COMPANY: COMPASS AC HOLDINGS, INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Assistant Secretary PURCHASER: APCT, Inc. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: President & CEO MERGER SUB: CIRCUIT MERGER SUB, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: President & CEO EQUITYHOLDERS’ REPRESENTATIVE: COMPASS GROUP DIVERSIFIED HOLDINGS LLC By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Chief Financial Officer

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each party hereto, on behalf of itself, its Subsidiaries and each of its Affiliates acknowledge and agree that hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any proceeding, advisory whether in law or agency relationship between in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, on arising out of or relating to, this Agreement, the one hand, and Debt Financing or any of the Parent agreements (including the Credit Agreement) entered into in connection with the Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any (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), so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such proceeding to the exclusive jurisdiction of such court, (b) agrees that any such proceeding shall be governed by this the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in the Credit Agreement and or other applicable definitive document relating to the Debt Financing, irrespective (c) agrees not to bring or support or permit any of its Affiliates, security holders, shareholders, managers, members, officers, directors, employees, agents, advisors, other Representatives and successors or assigns 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 Credit Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any (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), (d) agrees that service of process upon any party hereto or its Affiliates in any such proceeding shall be effective if notice is given in accordance with Section 8.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such proceeding in any such court, (f) 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 have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter 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 SourcesSources will have any liability to any party hereto or any of its Subsidiaries or any of their respective Affiliates or Representatives (in each case, on other than Parent, Merger Sub and their respective Subsidiaries) relating to or arising out of this Agreement, the one handDebt 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, on the other handMerger Sub and their respective Affiliates, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part obligations of the Debt Financing Sources, (c) under the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoCredit Agreement.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each of the Representative and its Affiliates acknowledge the Company, on behalf of themselves and agree that each of their controlled Affiliates, hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any Action, advisory whether in law or agency relationship between in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, on arising out of or relating to, this Agreement, the one hand, and Debt Financing or any of the Parent agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof, and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, (b) agrees that any such Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in the Debt Commitment Letter or other applicable definitive document relating to the Debt financing, (c) agrees not to bring or support or permit any of its Affiliates to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to, this Agreement and Agreement, the Debt Financing, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and hereby or thereby or the Debt Financingperformance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) Parent and the Company have been advised agrees that the Debt Financing Sources are engaged in a broad range service of transactions that may involve interests that differ from the Parent’s process upon it or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent of its Subsidiaries or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its controlled Affiliates in respect of any such a fiduciary duty claim Action or to any person asserting a fiduciary duty claim on behalf of or proceeding shall be effective if notice is given in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties thereto.accordance with Section 9.09,

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that (a) each Debt Financing Source will act as an independent contractor for Notwithstanding anything in this Agreement to the Parent and no fiduciarycontrary, advisory or agency relationship between the Debt Financing Sources, on the one hand, and the Parent or the Company, on behalf of itself and its Subsidiaries and controlled Affiliates, and each other party hereto: (i) agrees that any Legal Proceeding, whether in Law or in equity, whether in Contract or in tort or otherwise, by or against any Debt Financing Related Party, arising out of or relating to, this Agreement, the other hand, is intended to be Debt Financing or has been created any of the agreements entered into in respect of 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 (except to the extent relating to the interpretation of any provisions in this Agreement) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (ii) agrees not to bring or support any Legal Proceeding of any kind or description, whether in Law or in equity, whether in Contract or in tort or otherwise, against any Debt Financing Related Party in any way arising out of or relating to, this Agreement and the Debt FinancingAgreement, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and hereby or thereby or the Debt Financingperformance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) Parent and agrees that service of process upon the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions Legal Proceeding shall be effective if notice is given in accordance with Section 9.2, (iv) irrevocably waives, to the Parent or fullest extent that it may effectively do so, the Company by virtue defense of an inconvenient forum to the maintenance of such Legal Proceeding in any fiduciarysuch court, advisory or agency relationship (v) knowingly, intentionally and (e) the Company and its Affiliates waive, voluntarily waives to the fullest extent permitted by law, applicable Law trial by jury in any claims the Company and its Affiliates may have Legal Proceeding brought against the Debt Financing Sources for breach in any way arising out of fiduciary duty or alleged breach relating to, this Agreement, the Debt Financing or any of fiduciary duty 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 agree 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 Sources Related Parties are express third party beneficiaries of, and may enforce, Section 6.5(d)(i) (it being understood and agreed, for the avoidance of doubt, that the foregoing shall not have serve to modify or otherwise limit the right to bring any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to enforcement action against any person asserting a fiduciary duty claim on behalf of or in right source of the Company, including the CompanyDebt Financing to enforce Parent’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that any of Parent’s subsidiary’s or affiliate’s rights pursuant to the Debt Commitment Letter is 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 intended to confer any benefits uponbe amended, modified or create any rights in favor of, any person waived (including any definitions in this Agreement to the Companyextent such amendment or waiver would modify any such foregoing Sections or provisions) other than in any way materially adverse to the parties theretoDebt 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. The Company Notwithstanding anything in this Agreement to the contrary, the Seller on behalf of itself, its Subsidiaries, and its each of their respective controlled Affiliates acknowledge and agree hereby: (i) agrees that all Actions (awhether in tort, contract or otherwise) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciarythat may be based upon, advisory arise out of or agency relationship between relate to this Agreement, the Debt Financing Sources, on or any of the one hand, and agreements (including the Parent Debt Commitment Letter) entered into in connection with the Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement and hereby or thereby or the Debt Financing, irrespective performance of whether any services thereunder involving the Debt Financing Sources have advised Source Related Parties shall be subject to the exclusive jurisdiction of any federal or are advising state court in the Parent or Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the Company on other mattersexclusive jurisdiction of such court, and such Action (b) each Debt Financing Source is acting solely as a principal and not as an agent except to the extent relating to the interpretation of the Parent under any provisions in this Agreement (including any provision in the Debt Commitment Letter and or in any definitive documentation related to the Debt Financing Sourcesthat expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of the Delaware)) shall be governed by the laws of the State of New York, on regardless of the one handlaws that might otherwise govern under applicable principles of conflicts of laws, and the Parent(ii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Action (whether in tort, on the other handcontract or otherwise) that may be based upon, have an arm’s-length business relationship that does not directly arise out of or indirectly give rise torelate to this Agreement, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, or any of the agreements (cincluding the Debt Commitment Letter) entered into in connection with the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions Debt Financing or any of the transactions contemplated by this Agreement and hereby or thereby or the performance of any services thereunder against any Debt FinancingFinancing Source Related Party in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) Parent and agrees that service of process upon the Company have been advised that the Debt Financing Sources are engaged Seller, its Subsidiaries or their respective controlled Affiliates in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciaryAction shall be effective if notice is given in accordance with Section 9.1, advisory or agency relationship and (eiv) the Company and its Affiliates waiveirrevocably waives, to the fullest extent permitted by lawLaw, the defense of an inconvenient forum to the maintenance of such Action in any claims such court, (v) irrevocably and unconditionally waives to the Company and its Affiliates 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 for breach directly or indirectly arising out of, under or in connection with this Agreement, the Debt Financing, the Debt Commitment Letter or any of fiduciary duty the transactions contemplated hereby or alleged breach thereby or the performance of fiduciary duty 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 agree 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 Sources Source Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 9.16 (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 have be amended in any liability (whether direct or indirect) way adverse to the Company and 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 such a fiduciary duty claim or 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 person asserting a fiduciary duty claim on behalf of or in right of the Company, including the CompanySeller or its Affiliates to enforce specifically any of Seller’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that Affiliates’ respective rights under the Debt Commitment Letter is not intended or any other agreements relating to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoDebt Financing. [Signature Page Follows.]

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each of the Parties on behalf of itself and its each of their Affiliates acknowledge and agree that hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciary, advisory agrees that all Actions (whether in contract or agency relationship between in tort or otherwise) against the Debt Financing SourcesSources arising out of or relating to this Agreement, on the one hand, and the Parent Debt Financing or the Companydefinitive agreements providing for the Debt Financing (collectively, on the other hand, is intended to be “Debt Financing Agreements”) or has been created in respect of any of the transactions contemplated by hereby or thereby or the performance of any services thereunder shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York except as otherwise provided in any Debt Financing Agreement; (b) agrees that it will not bring or support any Action (whether in contract or in tort or otherwise) against the Debt Financing Sources arising out of or relating to this Agreement and Agreement, the Debt Financing, irrespective of whether the Debt Financing Sources have advised Agreements or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement hereby or thereby or the performance of any services thereunder in any forum other than (i) the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and the appellate courts thereof), or (ii) as otherwise provided in any Debt Financing, Financing Agreement; (c) agrees that service of process delivered in accordance with Section 9.01 shall be effective service of process against it for any such Action brought in any such court; (d) Parent agrees to waive and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waivehereby waives, to the fullest extent permitted by lawapplicable Law, any claims objection which it may now or hereafter have to the Company laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such Action in any such court; (e) 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 have 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 for breach of fiduciary duty or alleged breach of fiduciary duty and agree that Buyer or its Affiliates under the Debt Financing Sources shall not have any liability (whether direct or indirect) Agreements to the Company and its Affiliates in respect of such extent they are a fiduciary duty claim or to any person asserting a fiduciary duty claim party thereto.” (mmm) Clause (xi) on behalf of or in right Annex B of the Company, including the Company’s stockholders, employees or creditors. The Company Agreement is hereby amended and restated in its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties thereto.entirety as follows:

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each of the parties on behalf of itself and each of its controlled Affiliates acknowledge and agree that hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any legal action (whether in law or in equity, advisory whether in contract or agency relationship between in tort or otherwise), involving the Debt Financing Sources, on arising out of or relating to this Agreement, the one handDebt Financing, and the Parent Debt Commitment Letter, the definitive agreements entered into in connection with the Debt Financing (the “Definitive Debt Financing Agreements”) or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, and construed in accordance with, the Laws of the State of New York, (b) agrees not to bring or support or permit any of its controlled Affiliates or any other Person to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against the Debt Financing Sources in any way arising out of or relating to this Agreement and Agreement, the Debt Financing, irrespective 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 in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action (whether in law or in equity, whether in contract or in tort or otherwise) brought against the Debt Financing Sources have advised in any way arising (directly or are advising indirectly) out of or relating to this Agreement, the Parent or the Company on other mattersDebt Financing, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and Letter, the Definitive Debt Financing Sources, on Agreements or any of the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly transactions contemplated hereby or indirectly give rise to, nor do Parent thereby or the Company rely onperformance of any services thereunder, any fiduciary duty on the part (e) agrees that none of the Debt Financing SourcesSources will have any liability to the Seller, (c) the Parent its Affiliates or their respective directors, officers, employees, agents, partners, managers, members and the Company are capable stockholders relating to or arising out of evaluating and understanding, and Parent and the Company understand and acceptthis Agreement, the termsDebt Financing, risks and conditions 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 by 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 and 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, (df) Parent 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 Company have been advised 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 engaged express third party beneficiaries of, and may enforce, any of the provisions in a broad range of transactions that may involve interests that differ from the Parent’s Section 9.3 and this Section 11.10 (or the Company’s interests definitions of any terms used in this Section 11.10) and that (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 do Sources, such provisions shall not have any obligation to disclose such interests and transactions to be amended without the Parent or the Company by virtue prior written consent of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) Sources. Notwithstanding anything contained herein to the Company contrary, nothing in this Section 11.10 shall in any way affect Buyer’s or any of its Affiliates’ rights and its Affiliates in respect of such a fiduciary duty claim or to remedies under any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that agreement under the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoLetter.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each of the parties on behalf of itself and each of its Affiliates acknowledge and agree that affiliates hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any Action, advisory whether in law or agency relationship between in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, on arising out of or relating to, this Agreement, the one handDebt Financing, and the Parent Debt Commitment Letter, the definitive documents governing the Debt Financing or any of the agreements entered into in connection with the Debt Financing, the Debt Commitment Letter or the Company, on definitive documents governing the other hand, is intended to be Debt Financing or has been created in respect of any of the transactions contemplated by 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, and any appellate court thereof and each party irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, (b) agrees not to bring or support or permit any of its affiliates to bring or support any Action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources in any way arising out of or relating to this Agreement and Agreement, the Debt Financing, irrespective the Debt Commitment Letter, the definitive documents governing the Debt Financing or any of whether the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (d) 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 have advised in any way arising out of or are advising relating to this Agreement, the Parent Debt Financing, the Debt Commitment Letter, the definitive documents governing the Debt Financing or any of the agreements entered into in connection with the Debt Financing, a Debt Commitment Letter, the definitive documents governing the Debt Financing or any of the transactions contemplated hereby or thereby or the Company on other mattersperformance of any services thereunder, (be) each 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 claim that it is acting solely not subject to the jurisdiction of the courts in New York as described herein for any reason, (f) agrees that none of the Debt Financing Sources will have any liability to any of the Parties or any of their respective controlled Affiliates or Representatives (in each case, other than under any binding agreement to which a principal Debt Financing is a party, including the Debt Commitment Letter) relating to or arising out of this Agreement, the Commitment Letter, the 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) hereby waives any and all claims and causes of action against the Debt Financing Sources relating to or arising out of this Agreement, the Debt 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 (in each case, other than Buyer pursuant to the terms of the Debt Financing or the Debt Commitment Letter), (h) agrees not to commence (and if commenced agree to dismiss or otherwise terminate, and not as an agent of to assist) any Action against any Debt Financing Sources under this Agreement, the Parent under Debt Financing, the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely ontransactions contemplated hereby or thereby (in each case, any fiduciary duty on other than Buyer pursuant to the part terms of the Debt Financing Sources, (c) or the Parent and the Company are capable of evaluating and understandingDebt Commitment Letter), and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (di) Parent and the Company have been advised agrees that the Debt Financing Sources are engaged express third party beneficiaries of, and may enforce, any of the provisions in a broad range of transactions that may involve interests that differ from this Section 12.14 and Section 12.8 to the Parent’s or extent contemplated thereby (and to the Company’s interests and that extent any amendments to such provisions are materially adverse to the Debt Financing Sources do Sources, such provisions shall not have any obligation to disclose such interests and transactions to be amended without the Parent or the Company by virtue prior written consent of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach Sources). Notwithstanding anything contained herein to the contrary, nothing in this Section 12.14 shall in any way affect any party’s or any of fiduciary duty or alleged breach of fiduciary duty their respective affiliates’ rights and agree that the remedies under any binding agreement to which a Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such Source is a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Companyparty, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoLetter.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each of the parties on behalf of itself and each of its controlled Affiliates acknowledge and agree that hereby: (a) each agrees that any legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving the Debt Financing Source will act as an independent contractor for Related Parties, arising out of or relating to this Agreement, the Parent and no fiduciaryDebt Financing, advisory or agency relationship between the Debt Commitment Letter, the definitive agreements entered into in connection with the Debt Financing Sources, on (the one hand, and the Parent “Definitive Debt Financing Agreements”) or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, and construed in accordance with, the laws of the State of New York (provided, however, that notwithstanding the forgoing and the governing law provisions of the Debt Commitment Letter, the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, it is understood and agreed that (A) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (B) the determination of the accuracy of any “target representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof the Parent or any of its Affiliates has the right to terminate its or their obligations hereunder or decline to consummate the Closing as a result thereof and (C) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, shall in each case be governed by and construed in accordance with the terms applicable to governing law as set forth in Section 8.07, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against the Debt Financing Source Related Parties in any way arising out of or relating to this Agreement and Agreement, the Debt Financing, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and Letter, the Definitive Debt Financing Sources, on Agreements or any of the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly transactions contemplated hereby or indirectly give rise to, nor do Parent thereby or the Company rely on, performance of any fiduciary duty on the part of the Debt Financing Sourcesservices thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and acceptfullest extent that it may effectively do so, the terms, risks and conditions defense of an inconvenient forum to the transactions contemplated by this Agreement and the Debt Financingmaintenance of such legal action in any such Subject Court, (d) Parent knowingly, intentionally and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, voluntarily waives to the fullest extent permitted by lawapplicable Law trial by jury in any legal action brought against the Debt Financing Source Related Parties in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Agreements or any claims of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Debt Financing Source Related Parties will have any liability to any of the Company and its Subsidiaries or their Affiliates may have relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Agreements or any of the agreements entered into in connection with the Debt Financing, 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 and that the Company and its Subsidiaries and each of their respective Affiliates and their respective representatives shall not bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any of the Debt Financing Sources Source Related Parties relating to or in any way arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Definitive Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees 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 breach of fiduciary duty or alleged breach of fiduciary duty any reason, and agree (g) agrees (x) that the Debt Financing Sources shall not have Source Related Parties are express third party beneficiaries of, and may enforce, any liability of the provisions in this Section 8.17 and (whether direct or indirecty) to the Company and its Affiliates in respect of such a fiduciary duty claim or extent any amendments to any person asserting a fiduciary duty claim on behalf provision of or in right this Section 8.17 are adverse to the Debt Financing Source Related Parties, such provisions shall not be amended without the prior written consent of the CompanyDebt Financing Source Related Parties. Notwithstanding anything contained herein to the contrary, including the Companynothing in this Section 8.17 shall in any way affect any party’s stockholders, employees or creditors. The Company any of their respective Affiliates’ rights and its Affiliates further acknowledge and agree that the remedies under any binding agreement to which a Debt Commitment Letter Financing Source Related Party is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoa party.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, Seller and each Seller Related Party, on behalf of itself and its Affiliates acknowledge and agree that Subsidiaries, hereby: (a) each agrees that any Dispute, whether in law or in equity, whether in contract or in tort or otherwise, involving any Debt Financing Source will act as an independent contractor for Sources Related Party, arising out of or relating to, this Agreement, the Parent and no fiduciaryFinancing, advisory or agency relationship between the Debt Commitment Letter or any of the agreements entered into in connection with the Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by 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, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Dispute to the exclusive jurisdiction of such court, and such Dispute (except 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 Debt Financing, irrespective law of whether the Debt Financing Sources have advised or are advising State of New York)) shall be governed by the Parent or laws of the Company on other mattersState of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (b) each agrees not to bring or support any 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 is acting solely as a principal and not as an agent Sources Related Party in any way arising out of or relating to, this Agreement, the Parent under Financing, the Debt Commitment Letter and or any of the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly transactions contemplated hereby or indirectly give rise to, nor do Parent thereby or the Company rely onperformance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, any fiduciary duty on the part of the Debt Financing SourcesNew York, New York, (c) the Parent and the Company are capable agrees that service of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financingprocess upon Seller or its Subsidiaries in any such Dispute or proceeding shall be effective if notice is given in accordance with Section 10.2, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions irrevocably waives, to the Parent or fullest extent that it may effectively do so, the Company by virtue defense of an inconvenient forum to the maintenance of such Dispute in any fiduciarysuch court, advisory or agency relationship and (e) the Company knowingly, intentionally and its Affiliates waive, voluntarily waives to the fullest extent permitted by law, applicable Law all rights of trial by jury in any claims the Company and its Affiliates may have Dispute brought against the Debt Financing Sources for breach Related Parties in any way arising out of fiduciary duty or alleged breach relating to, this Agreement, the Financing, the Debt Commitment Letter or any of fiduciary duty 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 agree 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 have be amended in any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or way materially adverse to any person asserting a fiduciary duty claim on behalf Debt Financing Source Related Parties without the prior written consent of or in right of the Company, including the Company’s stockholders, employees or creditorseach related Debt Financing Source. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties thereto.109

Debt Financing Sources. The Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself and each of its Affiliates and its Affiliates acknowledge and agree that their respective directors, officers, employees and equityholders hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any proceeding, advisory whether in law or agency relationship between in equity, whether in contract or in tort or otherwise, involving the Debt Financing SourcesRelated Parties, on arising out of or relating to, this Agreement, the one handDebt Financing or any of the agreements (including the Debt Commitment Letter, and any Debt Fee Letter, any Definitive Debt Agreement or any other document related thereto) entered into in connection with the Parent Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of 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 State of New York or of the United States District Court sitting in the borough of Manhattan in the City and State of New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such proceeding to the exclusive jurisdiction of such court, (b) 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), (c) 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 Related Party in any way arising out of or relating to, this Agreement and Agreement, the Debt Financing, irrespective or any of whether 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 in any forum other than any federal or state court in the State of New York or of the United States District Court sitting in the borough of Manhattan in the City and State of New York,, (d) agrees that service of process upon such party in any such proceeding or proceeding shall be effective if notice is given in accordance with Section 9.02, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such 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 have advised or providing such Debt Financing and (h) agrees that the Debt Financing Related Parties are advising express third party beneficiaries of, and may enforce, any of the Parent or provisions in this Agreement reflecting the Company on other matters, foregoing agreements in Section 8.03(c) and this Section 9.12 (b) each 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 is acting solely as a principal so adversely affected); provided, that, notwithstanding the foregoing, nothing in this Section 9.12 shall in any way limit or modify the rights and not as an agent 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 and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoLetter.

Debt Financing Sources. The Company and its Affiliates acknowledge and agree Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto: (i) agrees that (a) each Debt Financing Source it will act as an independent contractor for the Parent and no fiduciarynot bring or support any person in any action, advisory suit, proceeding, cause of action, claim, cross-claim or agency relationship between 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 SourcesSources (which defined term for the purposes of this provision shall include the Debt Financing Sources and their respective affiliates, on equityholders, members, partners, officers, directors, employees, agents, advisors and representatives involved in the one hand, and financing contemplated by the Parent Debt Commitment Letter) in any way relating to this Agreement or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement and Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Debt FinancingCommitment Letter or the performance thereof or the financings contemplated thereby, irrespective in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (ii) agrees that, except as specifically set forth in the Debt Commitment Letter, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under in any way relating to the Debt Commitment Letter and or the Debt Financing Sourcesperformance thereof or the financings contemplated thereby, on the one handshall be exclusively governed by, and construed in accordance with, the Parentinternal laws of the State of New York, on without giving effect to principles or rules or conflict of laws to the other handextent such principles or rules would require or permit the application of laws of another jurisdiction; and (iii) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in law or in equity, have an arm’s-length business relationship that does not whether in contract or in tort or otherwise) directly or indirectly give rise to, nor do Parent arising out of or relating in any way to the Debt Commitment Letter or the Company rely onperformance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, (a) the Corporation, the Representative, and their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any fiduciary duty on the part of the rights or claims against any Debt Financing SourcesSource, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions in any way relating to this Agreement or any of the transactions contemplated by this Agreement and Agreement, including any dispute arising out of or relating in any way to the Debt FinancingCommitment Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and any such rights or claims are hereby waived, disclaimed, and released in full, and (db) Parent no Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to any of the Corporation, the Representative, and their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the Company have been advised that 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 engaged in a broad range intended third-party beneficiaries of, and shall be entitled to the protections of, Section 10.02 and this Section 10.22 (all of transactions that which may involve interests that differ from the Parent’s or the Company’s interests and that the be enforced by such Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoSources).

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that (a) each Debt Financing Source will act as an independent contractor for Notwithstanding anything in this Agreement to the Parent and no fiduciarycontrary, advisory or agency relationship between the Debt Financing Sources, on the one hand, and the Parent or the Company, on behalf of itself and its Subsidiaries, hereby: (i) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving any Debt Financing Sources Related Party and arising out of or relating to, this Agreement, the other hand, is intended to be Debt Financing or has been created any of the agreements entered into in respect of connection with the Debt Financing or any of the transactions contemplated by 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, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, and such Action (except to the extent relating to the interpretation of any provisions in this Agreement and the Debt Financing, irrespective of whether (including any provision in any documentation related to the Debt Financing Sources have advised or are advising that expressly specifies that the Parent or interpretation of such provisions shall be governed by and construed in accordance with the Company on other matterslaw of the State of Delaware)) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (bii) each agrees not to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source is acting solely as a principal and not as an agent Sources Related Party in any way arising out of the Parent under the Debt Commitment Letter and or relating to, this Agreement, the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and hereby or thereby or the Debt Financingperformance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (diii) Parent and agrees that service of process upon the Company have been advised that the Debt Financing Sources are engaged or its Subsidiaries in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions Action shall be effective if notice is given in accordance with Section 9.06, (iv) irrevocably waives, to the Parent or fullest extent that it may effectively do so, the Company by virtue defense of an inconvenient forum to the maintenance of such Action in any fiduciarysuch court, advisory or agency relationship (v) knowingly, intentionally and (e) the Company and its Affiliates waive, voluntarily waives to the fullest extent permitted by lawapplicable 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 claims 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 Affiliates may have against Subsidiaries under any debt commitment letter or any definitive agreements relating to the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty executed in connection with the Debt Financing to the extent the Company and/or its Affiliates are party thereto) and agree (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 have be amended in any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or way materially adverse to any person asserting a fiduciary duty claim on behalf Debt Financing Sources Related Parties without the prior written consent of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the each related Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoFinancing Source.

Debt Financing Sources. The Company Seller and its Affiliates acknowledge Affiliates, directors, officers, employees, agents, partners, managers, members or equityholders shall not have any rights or claims against any of the commercial banks, investment banks or other financial institutions providing financing to Buyer in connection with the transactions contemplated by this Agreement and agree that any arrangers, administrative agents, collateral agents or trustees involved in such financing, and their respective Affiliates, officers, directors, employees, attorneys, advisors, agents and representatives (a) each a “Debt Financing Source will act as an independent contractor for the Parent and no fiduciary, advisory Party”) in any way relating to this Agreement or agency relationship between the Debt Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement and Agreement, including any dispute arising out of or relating in any way to the Debt Financing, irrespective performance of whether the any financing commitments of such Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of Party with respect to the transactions contemplated by this Agreement and the Debt Financinghereby, (d) Parent and the Company have been advised that the whether at law or equity, in contract, in tort or otherwise. No Debt Financing Sources are engaged in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources Party shall not have any liability (whether direct in contract, in tort or indirectotherwise) to the Company and 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 a fiduciary duty will not be brought in any forum other than the federal and New York State courts, in each case, located in the Borough of Manhattan within the City of New York and shall be governed by the Laws of the State of New York and the parties hereto will not support any claim or cause of action brought against any Debt Financing Party outside of the federal and New York State courts, in each case, located in the Borough of Manhattan within the City of New York. Each party hereto irrevocably waives any and all right to trial by jury in any person asserting a fiduciary duty claim on behalf legal proceeding involving any Debt Financing Party arising out of or in right of related to this Agreement or the Company, including the Company’s stockholders, employees or creditorstransactions contemplated hereby. The Company and its Affiliates It is further acknowledge and agree agreed that the Debt Commitment Letter is not Financing Parties are intended to confer any benefits upon, or create any rights in favor third-party beneficiaries of, any person and shall be entitled to the protections of, this Section 10.18 (including and this Section 10.18 shall not be amended without the Company) other than prior written consent of the parties theretoDebt Financing Parties).

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, PKI, for itself and each of its subsidiaries and their respective Affiliates and directors, managers, officers, employees and other Representatives, but not Buyer and its Affiliates acknowledge and agree that Affiliates, hereby: (a) each agrees that any Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryarising out of, advisory or agency relationship between relating to, this Agreement, the Debt Financing Sourcesor any of the agreements entered into in connection with the Debt Financing (each, on a “Debt Financing Agreement” and, collectively, the one hand, and the Parent “Debt Financing Agreements”) or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and the Debt FinancingCompanies and the Sellers, irrespective for themselves and each of whether their respective subsidiaries, hereto irrevocably submits itself and its property with respect to any such Proceeding to the Debt Financing Sources have advised or are advising the Parent or the Company on other mattersexclusive jurisdiction of such court, (b) each Debt Financing Source is acting solely as a principal and not as an agent agrees that any such Proceeding shall be governed by the Laws of the Parent under State of New York (without giving effect to any conflicts of law principles that would result in the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part application of the Debt Laws of another state), except as otherwise provided in the Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and Agreements or other applicable definitive document relating to the Debt Financing, (dc) Parent and agrees not to bring or support (or permit the Company have been advised that Companies or any of their subsidiaries) to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of, or relating to, this Agreement, the Debt Financing, the Financing Sources are engaged in a broad range Agreements or any of the transactions that may involve interests that differ from the Parent’s contemplated hereby or thereby or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue performance of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties thereto.services

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, Seller, on behalf of itself, and each of its controlled Affiliates (including the Company) and its Affiliates acknowledge and agree that Representatives hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any Proceeding, advisory whether in law or agency relationship between in equity, whether in contract or in tort or otherwise, involving the Debt Financing SourcesSources and arising out of or relating to, on the one handthis Agreement, and the Parent any Debt Financing or the Company, on the other hand, is intended to be any Debt Financing Documents entered into in connection with any Debt Financing or has been created in respect of any of the transactions contemplated by this Agreement and the Debt Financing, irrespective of whether the Debt Financing Sources have advised hereby or are advising the Parent thereby or the Company on other mattersperformance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (b) each 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), except as may otherwise be provided in the applicable Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing SourcesDocument, (c) the Parent and the Company are capable agrees not to bring or support or permit any of evaluating and understandingits controlled Affiliates to bring or support any Proceeding of any kind or description, and Parent and the Company understand and acceptwhether in law or in equity, the termswhether in contract or in tort or otherwise, risks and conditions against any Debt Financing Source in any way arising out of or relating to, this Agreement, any Debt Financing, any Debt Financing Document or any of the transactions contemplated by this Agreement and hereby or thereby or the Debt Financingperformance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) Parent and the Company have been advised agrees that the Debt Financing Sources are engaged in a broad range service of transactions that may involve interests that differ from the Parent’s process upon Seller or any of its controlled Affiliates (including the Company’s interests and that the Debt Financing Sources do not have ) in any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciaryProceeding shall be effective if notice is given in accordance with Section 11.01, advisory or agency relationship and (e) irrevocably waives, to the Company fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally and its Affiliates waive, voluntarily waives to the fullest extent permitted by lawApplicable Law trial by jury in any such Proceeding, including any claims the Company and its Affiliates may have Proceeding brought against the any Debt Financing Sources for breach in any way arising out of fiduciary duty or alleged breach of fiduciary duty and agree that the relating to, this Agreement, any Debt Financing, any Debt Financing Sources shall not have Document or any liability of the transactions contemplated hereby or thereby or the performance of any services thereunder, (whether direct or indirectg) to the Company agrees that (i) Seller, its Representatives and its controlled Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) (in each case, other than Parent, Merger Sub or any of their controlled Affiliates) shall not have any rights or claims against any Debt Financing Source in any way arising out of or relating to, this Agreement, any Debt Financing, any Debt Financing Documents or any of the parties theretotransactions 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) no Debt Financing Source will have any liability (including by way of consequential, punitive or indirect damages of a tortious nature) to Seller or any of its controlled Affiliates (including the Company) or its Representatives relating to or arising out of this Agreement, any Debt Financing, any Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, (h) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate, and not to assist) any Proceeding against any Debt Financing Source under this Agreement, any Debt Financing, any Debt Financing Document or the transactions contemplated hereby or thereby or the performance of any of the services thereunder, (i) agrees that any Debt Financing Source is an express third party beneficiaries of, and may enforce, any of the provisions of this Section 11.12 and that such provisions and the definition of “Debt Financing Sources” (or any other provision of this Agreement or definition to the extent that an amendment of such provision or definition would modify the substance of any of the foregoing) shall not be amended in any way adverse to any Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter, and (j) Parent may assign its rights under this Agreement to any Debt Financing Source as collateral security.

Debt Financing Sources. The Company and its Affiliates acknowledge and agree that (a) each Debt Financing Source will act as an independent contractor for Notwithstanding anything in this Agreement to the Parent and no fiduciarycontrary, advisory or agency relationship between but without affecting the Debt Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created terms of any agreement in respect of any Financing, Seller and each of the Companies, on behalf of itself and each of their respective controlled Affiliates (but not, for the avoidance of doubt, Buyer) hereby: (a) agrees that any suit, action or proceeding involving the Debt Financing Sources arising out of or relating to this Agreement, any Debt Financing Agreement of Buyer related to the transactions contemplated by this Agreement and or any of the Debt Financing, irrespective of whether the Debt Financing Sources have advised transactions contemplated hereby or are advising the Parent thereby or the Company on other mattersperformance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such suit, action or proceeding to the exclusive jurisdiction of such court; (b) each agrees that any such suit, action or proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction); (c) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any suit, action or proceeding of any kind or description against any Debt Financing Source is acting solely as a principal and not as an agent in any way arising out of the Parent under the Debt Commitment Letter and the or relating to, this Agreement, any Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part Agreement of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of Buyer related to the transactions contemplated by this Agreement and or any of the Debt Financingtransactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York; (d) Parent irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court; (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 have been advised 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 engaged 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 a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that any manner materially adverse to the Debt Financing Sources do not have any obligation to disclose such interests and transactions to without the Parent or the Company by virtue prior written consent of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoSources.

Debt Financing Sources. The Notwithstanding anything in this Agreement to the contrary, the Company hereby, on behalf of itself and its Affiliates acknowledge Subsidiaries, each Seller Related Party and agree that each of the other parties hereto, subject to the final sentence of this Section 11.19: (a) each Debt Financing Source agrees that it will act as an independent contractor for not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Parent and no fiduciary, advisory Buyer’s debt financing sources in any way relating to this Agreement or agency relationship between the Debt Financing Sources, on the one hand, and the Parent or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement and (the Debt Financing, irrespective of whether the Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the “Debt Financing Sources”), on including but not limited to any dispute arising out of or relating in any way to the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of Buyer’s debt financing arrangements entered into in connection with the transactions contemplated by this Agreement (the “Debt Financing”) or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), and each party hereto irrevocably submits itself and its property with respect to any such action to the exclusive jurisdiction of such court, (b) agrees that any such action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws of another state), except as otherwise provided in any applicable definitive document relating to the Debt Financing, including any debt commitment letter, (dc) Parent and agrees that service of process, summons, notice or document by registered mail addressed to the Company have been advised that the Debt Financing Sources are engaged at its address provided in a broad range Section 11.6 shall be effective service of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) process against the Company and its Affiliates waiveSubsidiaries for any such action brought in any such court, (d) waives and hereby irrevocably waives, to the fullest extent permitted by law, any claims objection which it may now or hereafter have to the Company laying of venue of, and its Affiliates may have 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 counterclaim (whether based upon contract, tort or otherwise) brought against the Debt Financing Sources for breach arising out of fiduciary duty or alleged breach relating to, this Agreement, the Debt Financing, the debt commitment letter or any of fiduciary duty the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that a final judgment in any such action shall be conclusive and agree may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, (g) agrees that none of the sources providing the Debt Financing 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 not 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 liability rights or claims against any Debt Financing Source in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, and no Debt Financing Source shall have any rights or claims against any Seller Related Party (other than Buyer) in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether direct at law or indirect) 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 Company Debt Financing under any commitment letter related thereto, (iii) Sections 11.3, 11.16 and its Affiliates in respect 11.19 (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such a fiduciary duty claim provision would modify the substance of such Sections) may not be amended, supplement, waived or otherwise modified in any manner that impacts or is otherwise adverse in any respect to any person asserting a fiduciary duty claim on behalf of or in right the Debt Financing Sources without the prior written consent of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoFinancing Sources.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary (but in all cases subject to and without in any way limiting the rights, remedies and claims of Buyer and its Affiliates acknowledge under or pursuant to any Debt Commitment Letter or any other agreement entered into with respect to any Debt Financing), each of the Parties to this Agreement on behalf of itself and agree that each of its controlled Affiliates hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any Action (whether in law or in equity, advisory whether in contract or agency relationship between the in tort or otherwise), involving any Debt Financing Sources, on the one handarising out of or relating to this Agreement, and the Parent any Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each Party irrevocably submits itself and its property with respect to any such action to the exclusive jurisdiction of such court and agrees that any such dispute or other Action shall be governed 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 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 may be defined in any such Debt FinancingCommitment Letter) and whether as a result of any inaccuracy thereof, irrespective Buyer or any of its respective Affiliates have the right to terminate its or their obligations hereunder or decline to consummate the Closing as a result thereof and (C) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, shall in each case be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of Laws of any other jurisdiction); (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal Action (including any Action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any Debt Financing Sources 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 in any forum other than any Subject Court; (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action in any such Subject Court; (d) knowingly, intentionally and voluntarily waives (to the fullest extent permitted by applicable Law) trial by jury in any Action brought against any Debt Financing Sources 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 service thereunder; (e) agrees that none of the Debt Financing Sources will have advised any Liability to any of the Company Group or are advising their respective Affiliates relating to or arising out of this Agreement, any Debt Financing or any of the Parent transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company on other mattersGroup or their respective Affiliates shall bring or support any Action, including any cause of action, claim, cross-claim or third party claim of any kind or description, (bwhether in law or in equity, whether in contract or in tort or otherwise) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, against any fiduciary duty on the part of the Debt Financing SourcesSources relating to or in any way arising out of this Agreement, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions 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 this Agreement way of motion or as a defense, counterclaim or otherwise, in any Action involving any Debt Financing Source, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason; and the Debt Financing, (dg) Parent and the Company have been advised agrees (x) that the Debt Financing Sources are engaged express third party beneficiaries of, and may enforce, any of the provisions in a broad range of transactions that may involve interests that differ from this Section 13.19 (and the Parent’s or the Company’s interests and that the Debt Financing Sources do not have any obligation to disclose such interests and transactions to the Parent or the Company by virtue definitions of any fiduciary, advisory or agency relationship terms used in this Section 13.19) and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirecty) to the Company and its Affiliates extent any amendments to any provision of this Section 13.19 (or, solely as they relate to this Section 13.19, the definitions of any terms used in respect this Section 13.19) are materially adverse to any Debt Financing Sources, such provisions shall not be amended without the prior written consent of such affected Debt Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 13.19 shall in any way affect any Party’s or any of their respective Affiliates’ rights and remedies under any binding agreement between a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company Debt Financing Source and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretosuch Party.

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each of the parties, on behalf of itself and each of its Affiliates acknowledge and agree that Affiliates, hereby (a) each agrees that it will not bring or support any action, cause of action, claim, suit, litigation, cross-claim or third party claim or any proceeding, whether in law or in equity, whether in contract or in tort or otherwise against any Debt Financing Source will act as an independent contractor for the Parent and no fiduciarySources Related Parties, advisory arising out of or agency relationship between relating to, this Agreement, the Debt Financing Sourcesor any of the agreements (including any debt commitment letter 119 entered into by Parent, on Merger Sub or any of their respective Affiliates in connection with the one handDebt Financing (any such commitment letter, a “Debt Financing Commitment Letter”) and definitive debt financing agreements) entered into in connection with the Parent Debt Financing or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than exclusively in the United States District Court for the Southern District of New York sitting in the County of New York, New York (and appellate courts thereof) or if such court does not have subject matter jurisdiction, the Supreme Court of the State of New York, County of New York, and irrevocably submits itself and its property with respect to any such proceeding to the exclusive jurisdiction of such courts, and 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 such courts, (b) agrees that any such action, cause of action, claim, suit, litigation, cross-claim or third party claim or proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state); provided that, notwithstanding the foregoing, (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 or definitive debt financing agreements entered in connection with the Debt Financing) 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, or decline to consummate the Closing as a result of a breach of such representations and warranties and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof and, in any case, claims or disputes arising out of any such interpretation or determination or any aspect thereof, 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 state), (c) agrees that service of process upon such Person in any such proceeding shall be effective if notice is given in accordance with this Agreement and Agreement, (d) agrees that notwithstanding anything to the contrary contained herein, none of the Company, the Company Stockholder, any of their respective Affiliates or any of their respective Representatives shall have any rights or claims against any Debt Financing Sources Related Parties relating to or arising out of this Agreement, the Debt Financing, irrespective of whether the any Debt Financing Sources have advised or are advising the Parent or the Company on other matters, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely onLetter, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions definitive debt financing agreement or any of the transactions contemplated by this Agreement and hereby or thereby or the Debt Financingperformance of any services thereunder, whether at law or equity, in contract, in tort or otherwise, (de) Parent 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 IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE DEBT FINANCING, ANY DEBT FINANCING COMMITMENT LETTER, ANY DEFINITIVE DEBT FINANCING AGREEMENT ENTERED IN CONNECTION WITH THE DEBT FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER and the Company have been advised (f) agrees that the Debt Financing Sources are engaged express third- party beneficiaries of, and may enforce, any of the provisions herein reflecting the foregoing agreements in a broad range of transactions this Section 12.17 (and such provisions (and the definitions used in such provisions (as used in such provisions))) shall not be amended, modified, waived or terminated in any respect that may involve interests that differ from the Parent’s or the Company’s interests and that is materially adverse to the Debt Financing Sources do not have any obligation to disclose such interests and transactions to without the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties thereto.prior written

Debt Financing Sources. The Company Notwithstanding anything in this Agreement to the contrary, each party hereto acknowledges and its Affiliates acknowledge and agree irrevocably agrees that (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciary, advisory entities that have committed to provide or agency relationship between 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, on the one handtort, and the Parent fraud, strict liability or otherwise) to the Company, on its Subsidiaries, its Representatives or the other hand, is intended Affiliates of the foregoing arising out of or relating to this Agreement or any potential debt financing to be provided or has been created in respect of any of the transactions contemplated arranged by this Agreement and the Debt Financing, irrespective of whether the Debt Financing Sources have advised or are advising in connection with this Agreement (the Parent “Debt Financing”). It is also hereby agreed that in no event will the Company, its Subsidiaries, its Representatives or the Company on other mattersAffiliates of the foregoing be entitled to specific performance of any commitment letter or similar agreement entered into by Parent for any Debt Financing against the Debt Financing Sources providing such Debt Financing. Without limitation of the foregoing, the parties hereto agree (bi) each that any legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise against any Debt Financing Source is acting solely as arising out of or relating to this Agreement or the performance hereunder shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City and State of New York (whether a principal state or a federal Court), and not as an agent any appellate court from thereof, (ii) that any legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source shall be governed by, and construed in accordance with, the laws of the Parent under 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 other court, (iv) that each of the Debt Commitment Letter parties hereto hereby irrevocably waives any and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly all right to trial by jury in any legal proceeding arising out of or indirectly give rise to, nor do Parent related to this Agreement or the Company rely on, transactions contemplated hereby involving any fiduciary duty on the part of the Debt Financing Sources, Sources and (cv) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) Parent and the Company have been advised that the Debt Financing Sources are engaged express third party beneficiaries of this ‎Section 10.12 (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) and this ‎Section 10.12 and such provisions shall not be amended in a broad range of transactions that may involve interests that differ from the Parent’s or the Company’s interests and that any way materially adverse to the Debt Financing Sources do not have any obligation to disclose such interests and transactions to without the Parent or the Company by virtue prior written consent of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach Sources. For the avoidance of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources doubt, nothing in this ‎Section 10.12 shall not have any liability (whether direct or indirect) constitute a financing condition to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right consummation of the Company, including the Company’s stockholders, employees or creditorsMerger. The Company and its Affiliates further acknowledge and agree that the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties thereto.[Remainder of Page Intentionally Left Blank] [Signature Pages Follow]

Debt Financing Sources. The Company Parent, on behalf of itself, its Subsidiaries and each of its Affiliates acknowledge and agree that controlled Affiliates, hereby: (a) each Debt Financing Source will act as an independent contractor for the Parent and no fiduciaryagrees that any legal action, advisory whether in Law or agency relationship between in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, on arising out of or relating to, this Agreement, the one hand, and the Parent Debt Commitment Letter or the Company, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement and the Debt Financing, irrespective shall be subject to the exclusive jurisdiction of whether any federal or state court in the Borough of Manhattan, New York, New York, and any appellate court thereof, and each party hereto irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court, and agrees not to bring or support any such legal action against any Debt Financing Source in any forum other than such courts, (b) agrees that any such legal action shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws of another state), except as otherwise provided in the Debt Commitment Letter or any other agreement relating to the Debt Financing, (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any such legal action brought against the Debt Financing Sources have advised in any way arising out of or are advising the Parent or the Company on other mattersrelating to, (b) each Debt Financing Source is acting solely as a principal and not as an agent of the Parent under this Agreement, the Debt Commitment Letter and the Debt Financing Sources, on the one hand, and the Parent, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do Parent or the Company rely on, any fiduciary duty on the part of the Debt Financing Sources, (c) the Parent and the Company are capable of evaluating and understanding, and Parent and the Company understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the Debt Financing, (d) agrees that none of the Debt Financing Sources shall have any liability to Parent or any of its Subsidiaries relating to or arising out of this Agreement, the Debt Commitment Letter or the Debt Financing (subject to the last sentence of this Section 11.14), and the Company have been advised (e) agrees that the Debt Financing Sources are engaged in a broad range express third party beneficiaries of, and may enforce, any of transactions that may involve interests that differ from the Parent’s or the Company’s interests provisions of this Section 11.14 and that this Section 11.14 may not be amended without the written consent of the Lenders. Notwithstanding the foregoing, nothing in this Section 11.14 shall in any way limit or modify the rights and obligations of the Acquiror under this Agreement, or any Debt Financing Sources do not have any obligation to disclose such interests and transactions Source’s obligations to the Parent or the Company by virtue of any fiduciary, advisory or agency relationship and (e) the Company and its Affiliates waive, to the fullest extent permitted by law, any claims the Company and its Affiliates may have against the Debt Financing Sources for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Debt Financing Sources shall not have any liability (whether direct or indirect) to the Company and its Affiliates in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees or creditors. The Company and its Affiliates further acknowledge and agree that Acquiror under the Debt Commitment Letter is not intended to confer any benefits upon, or create any rights in favor of, any person (including the Company) other than the parties theretoLetter.