Common use of Financing Sources Clause in Contracts

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (on behalf of itself and their respective Subsidiaries) hereby: (i) agrees that any Action involving a Financing Source, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting 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 13.7, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) agrees that, notwithstanding anything to the contrary in this Agreement, the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (Company, on behalf of itself itself, its Subsidiaries and each of their respective Subsidiaries) Affiliates hereby: (ia) agrees that any Action Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Financing SourceSources, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Committed Financing, the Commitment Letter 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 sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof, thereof and each party Party hereto irrevocably submits itself and its property with respect to any such Action Proceeding to the exclusive jurisdiction of such court, and (b) agrees that any such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions Proceeding shall be governed by and construed in accordance with the law of the State of Delaware)) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), (ii) (x) knowingly, intentionally and voluntarily waives to except as otherwise provided in the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Debt Commitment Letter or any of other agreement or document relating to the transactions contemplated hereby or thereby or the performance of any services thereunder and Debt Financing, (yc) agrees not to bring or support or permit the Company or any Action of its Subsidiaries or their 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Debt Financing, the Debt Commitment Letter and any fee letters relating thereto 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 sitting in the Borough of Manhattan, New York, New York, (iiid) agrees that service of process upon the Company or Company, its Subsidiaries and their controlled Affiliates in any such Action or proceeding Proceeding shall be effective if notice is given in accordance with Section 13.79.3, (ive) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Proceeding in any such court, (vf) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TOintentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceeding brought against the Financing Sources in any way arising out of or relating to, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing Debt Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the Commitment Letter, performance of any services thereunder and (viig) agrees that this Agreement may not be enforced against any none of the Financing Source and agrees that no Financing Source Sources will have any liability to the Company, any of its Subsidiaries or any of their respective Affiliates or Representatives (excludingin each case, for the avoidance other than Parent, US Holdings, Merger Sub 1, Merger Sub 2 and any of doubt, AGCO and its their respective Affiliates), and hereby waives any rights ) relating to or claims against any Financing Source, in connection with arising out of this Agreement, the Committed Debt Financing, the Debt Commitment Letter and any fee letters relating thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided, that, notwithstanding otherwise. Notwithstanding the foregoing, nothing herein in this shall affect in any way limit or modify the rights and obligations of AGCO any Financing Source’s obligations to Parent, US Holdings, Merger Sub 1, Merger Sub 2 and any of their respective Affiliates under the Debt Commitment Letter or any of its Subsidiaries against the Financing Sources definitive agreement with respect to the Committed Debt Financing or (it being understood that following the Closing Date, nothing in this Section 9.13 shall limit the rights of any of the transactions contemplated hereby or parties to any services thereunder), and (viii) agrees that, notwithstanding anything definitive agreement with respect to the contrary in this Agreement, the Debt Financing). No Financing Sources are express third party beneficiaries of, and may enforce, and Source shall be entitled subject to rely onany special, Sections 11.2indirect, 13.5 and 13.8 and this Section 13.16consequential or punitive damages (including, and without limitation any loss of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16profits, and such provisions and the definitions of “Financing Sources” and “Financing Sources Related Parties” (and any other provision of this Agreement to the extent an amendment, supplement, waiver business or other modification of such provision would modify the substance of such provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Partiesanticipated savings).

Financing Sources. Notwithstanding (i) From the date hereof until the Closing Date, unless otherwise agreed in writing by Buyer, the Company shall, and shall cause its Subsidiaries and their respective personnel and advisors to, take, at the Buyer’s expense, commercially reasonable efforts to cooperate in connection with the proposed debt financing by Buyer of the transaction contemplated hereby as may be reasonably requested by Buyer, including without limitation, the participation of Company personnel in meetings, due diligence sessions, the preparation of offering memoranda, private placement memoranda, and similar documents; provided that, notwithstanding anything herein or elsewhere in this Agreement to the contrary, each of Trimble and the Company (on behalf shall not be required to deliver or cause the delivery of itself and their respective Subsidiaries) hereby: (i) agrees that any Action involving a Financing Source, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the agreements entered into legal opinions in connection with Buyer’s debt financing. The Buyer agrees that the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance execution of any services thereunder documents referred to in the preceding sentence shall be subject to the exclusive jurisdiction consummation of the Closing. (ii) In the event that Buyer elects to make a tender offer for all or any federal portion of the Notes or state court sitting the Holdco Notes (collectively, the “Debt Tender”) and/or elects to seek consents to amendment or waiver of one or more covenants in the Borough of ManhattanNotes, New Yorkthe Holdco Notes, New Yorkthe Indenture or the Holdco Notes Indenture (collectively, so long as such forum is the “Consent Solicitation”), the Buyer shall commence the Debt Tender and remains available, and any appellate court thereof, and each party hereto irrevocably submits itself and its property with respect Consent Solicitation in sufficient time to any such Action permit a closing thereof on or prior to the exclusive jurisdiction of such court, and such Action (except as otherwise expressly provided in any agreement relating Termination Date. The Buyer shall cause the Debt Tender to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed accomplished in accordance with applicable law, including Rule 14e promulgated pursuant to the law Exchange Act, and the Consent Solicitation to be accomplished in accordance with applicable law. The Buyer shall use reasonable best efforts to cause the Debt Tender and the Consent Solicitation to seek consent for the waiver 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 covenants set forth in the application of the laws of another jurisdiction), (ii) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of Holdco Notes Indenture reasonably necessary for the transactions contemplated hereby (and shall seek consent for waivers of the covenants under Section 4.11 and Section 5.01(c) thereof) such that such provisions shall not be applicable to the transactions contemplated hereby. The Buyer shall provide the Company and the Seller a reasonable opportunity to review and comment upon all filings, mailings and other submissions and documents prepared in connection with the Debt Tender and the Consent Solicitation, as applicable, and shall reflect any comments that are reasonable or thereby necessary to comply with applicable law. The Seller and the Company shall use commercially reasonable efforts to assist Buyer in connection with the preparation of all filings, mailings or other submissions to be made in connection with the Debt Tender and the Consent Solicitation, as applicable; provided that neither the Company nor the Seller shall be required to deliver (x) any opinion of counsel in connection with the Debt Tender or the performance of any services thereunder and Consent Solicitation or (y) agrees not to bring any representation 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting 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 13.7, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature warranty in connection with this Agreement, the Committed Financing Debt Tender or the Commitment LetterConsent Solicitation that may, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any directly or indirectly, provide for liability to the Company, Seller at any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby time 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 AGCO Company or any of its Subsidiaries against the Financing Sources with respect at any time at or prior to the Committed Financing Closing (with it being understood and agreed that no representation, warranty or covenant hereunder shall be deemed breached as a result of delivery of documents requested by the Buyer in connection with the Debt Tender or the Consent Solicitation). The Buyer shall ensure that the Debt Tender shall not be consummated, nor shall any amounts be payable to the holders of the Notes or Holdco Notes in connection with the Debt Tender or the Consent Solicitation, at any time prior to Closing or in the event this Agreement is terminated. Notwithstanding anything herein to the contrary, except to the extent included in the computation of March Net Indebtedness, all amounts (including premiums, consent fees and interest accruals related to the Debt Tender and the Consent Solicitation), and all costs, fees and expenses incurred in connection with the Debt Tender and the Consent Solicitation or payments made in connection therewith, including payments made to the investment banking firm managing such Debt Tender and/or Consent Solicitation, and legal and accounting fees and expenses incurred in connection therewith, shall be paid by the Buyer. (iii) If, at any time prior to the Closing, any information relating to the Company or any Subsidiary, or any of its Affiliates, officers, directors or employees should be discovered by Buyer, Merger Sub, the transactions contemplated hereby Company or any services thereunder), and (viii) agrees that, notwithstanding anything Subsidiary of a type which should be set forth in an amendment or supplement to the contrary documents filed or mailed in this Agreementrespect of the Debt Tender or the Consent Solicitation so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, the Financing Sources are express third party beneficiaries ofwhich discovers such information shall promptly notify the other parties hereto and, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “Financing Sources Related Parties” (and any other provision of this Agreement to the extent required by law, rules or regulations, an amendmentappropriate amendment or supplement describing such information shall promptly be prepared by Buyer, supplementand, waiver or other modification of such provision would modify if required, filed with the substance of such provision) shall not be amended, modified, waived or terminated in any way adverse Securities Exchange Commission and/or disseminated to the Financing Sources in any material respect without the prior written consent holders of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16Notes and/or Holdco Notes, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Partiesas applicable.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (on behalf of itself and their respective Subsidiaries) herebyparties: (ia) agrees that any Action involving a Financing Sourceall actions (whether in law or in equity and whether in tort, arising contract or otherwise) that may be based upon, arise out of or relating to, relate to this Agreement, the Committed Financing, the Commitment Letter ABL Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Committed Financing, the Commitment Letter ABL Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against the Financing Sources shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, York and any appellate court thereof, thereof and each party hereto irrevocably submits itself and its property with respect to any such Action action to the exclusive jurisdiction of such court, and such Action action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Commitment Letter or in any definitive documentation related to the Committed Financing or any documentation related to any Permanent ABL 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 York, regardless of the laws that might otherwise govern under applicable principles of another jurisdiction)conflicts of laws, (iib) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any action (xwhether in law or in equity and whether in tort, contract or otherwise) knowinglythat may be based upon, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising arise out of or relating to, relate to this Agreement, the Committed Financing, ABL Financing or any of the agreements (including the Commitment Letter Letter) entered into in connection with the ABL Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting 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 13.7, (ivc) irrevocably waives, to the fullest extent that it may effectively do sopermitted by law, the defense of an inconvenient forum to the maintenance of such Action action in any such court, (vd) KNOWINGLY, INTENTIONALLY IRREVOCABLY AND VOLUNTARILY UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY THE FINANCING SOURCE IN ANY WAY SOURCES DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO, IN CONNECTION WITH THIS AGREEMENT, THE COMMITTED FINANCING ABL FINANCING, THE COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vie) agrees that no 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 Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) agrees that, notwithstanding anything to the contrary in this Agreement, the Financing Sources are express third third-party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions 10.15 and the definitions provisions of “Financing Sources” and “Financing Sources Related Parties” Section 10.05(b) (and any other provision provisions of this Agreement to the extent an amendment, supplement, waiver or other a modification of such provision thereof would modify affect the substance of such provisionany of the foregoing) and (f) under no circumstances shall not any party to this Agreement be amendedentitled to recovery from any Financing Source any consequential, modifiedindirect, waived punitive, exemplary or terminated in any way adverse special damages arising out of or relating to the Financing Sources in any material respect without transactions contemplated by this Agreement or the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related PartiesABL Financing.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (parties hereto, on behalf of itself itself, its Affiliates and their respective Subsidiaries) its Representatives, hereby: : (ia) agrees that any Action claim, action, suit, investigation or other proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Financing SourceSources, arising out of or relating to, this Agreement, Agreement and/or the Committed Financing, the Commitment Letter Financing or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter therewith 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 sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof, thereof and each party hereto irrevocably submits itself and its property with respect to any such Action claim, action, suit, investigation or other proceeding to the exclusive jurisdiction of such court; (b) agrees that any such claim, and such Action (except as otherwise expressly provided action, suit, investigation or other proceeding, whether in any agreement relating to the Committed Financing law or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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)) equity, shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), (ii) (x) knowingly, intentionally and voluntarily waives except as otherwise provided in any commitment letter or other applicable definitive document relating to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and ; (yc) agrees not to bring or support or permit any Action of its respective Affiliates to bring or support any claim, action, suit, investigation or other proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way arising out of or relating to, this Agreement, Agreement or the Committed Financing, the Commitment Letter 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 sitting 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 13.7, (ivd) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action claim, action, suit, investigation or other proceeding in any such court, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) agrees that, notwithstanding anything to the contrary in this Agreement, the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.;

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (parties hereto on behalf of itself and their respective Subsidiaries) each of its Affiliates hereby: (ia) agrees that any Action Legal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Financing SourceSources, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter Debt Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Committed Financing, the Commitment Letter 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 sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof, thereof and each party hereto irrevocably submits itself and its property with respect to any such Action Legal Proceeding to the exclusive jurisdiction of such court, and (b) agrees that any such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) Legal Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), (ii) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (yc) agrees not to bring or support or permit any Action of its Affiliates 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting in the Borough of Manhattan, New York, New York, (iiid) agrees that service of process upon the Company or its Subsidiaries such party in any such Action Proceeding or proceeding shall be effective if notice is given in accordance with Section 13.710.4, (ive) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Proceeding in any such court, (vf) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TOintentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Legal Proceeding brought against the Financing Sources in any way arising out of or relating to, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Debt Financing, the 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 g) agrees that none of the foregoing, nothing herein shall affect Financing Sources will have any liability to the rights of AGCO Company or any of its Subsidiaries against or any of their respective Affiliates or Representatives 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 Financing Sources with respect to Debt Financing, the Committed Financing Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder), thereunder and (viiih) agrees that, notwithstanding anything to the contrary in this Agreement, that the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, 10.15 and Section 8.2 (and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated amended in any way adverse material to the any Financing Sources in any material respect Source without the prior written consent of the such Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related PartiesSource).

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (party hereto on behalf of itself itself, its Subsidiaries and their respective Subsidiaries) each of its controlled Affiliates hereby: (ia) agrees that any Action Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Financing SourceSources, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof, thereof and each party hereto irrevocably submits itself and its property with respect to any such Action Proceeding to the exclusive jurisdiction of such court, and (b) agrees that any such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), (ii) (x) knowingly, intentionally and voluntarily waives except as otherwise expressly provided in the applicable documentation relating to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (yc) agrees not to bring or support or permit any Action of its Affiliates to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting in the Borough of Manhattan, New York, New York, (iiid) agrees that service of process upon the Company or its Subsidiaries in any such Action or proceeding Proceeding shall be effective if notice is given in accordance with Section 13.711.2, (ive) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Proceeding in any such court, (vf) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no Financing Source shall be subject intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced Proceeding brought against any Financing Source and agrees that no Financing Source will have in any liability way arising out of or relating to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the Commitment Letter Agreement or any of the transactions contemplated hereby hereby, (g) agrees that none of the Financing Sources and their Affiliates and representatives shall have any liability to the Seller or thereby Company or any of their Affiliates relating to or arising out of this Agreement or any of the performance of any services thereundertransactions contemplated hereby, whether in law or in equity, whether in contract or in tort or otherwise (providedand the Purchaser, thaton behalf of itself and its Affiliates, notwithstanding the foregoingand Seller, nothing herein shall affect the on behalf of itself and Company and its Affiliates, hereby acknowledge that they have no recourse against, and hereby waive any rights of AGCO or any of its Subsidiaries against claims against, the Financing Sources with respect in connection therewith); provided that nothing in this Agreement shall limit the liability of the Financing Sources pursuant to the Committed Financing or any of documentation related to the transactions contemplated hereby or any services thereunder)Financing, and (viiih) agrees that, notwithstanding anything to the contrary in this Agreement, that the Financing Sources are express third party Third Party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in of this Section 13.16, 11.14 and that such provisions and the definitions definition of “"Financing Sources” and “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 provision) " shall not be amended, modified, waived or terminated amended in any way adverse to the any Financing Sources in any material respect Source without the prior written consent of the such Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related PartiesSource.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (Parties hereto, on behalf of itself and their respective Subsidiaries) each of its controlled Affiliates, hereby: (ia) agrees that any Action (whether in Law or in equity, whether in Contract or in tort or otherwise), involving a any Financing SourceSources, arising out of or relating to, this Agreement, the Committed any Buyer Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Committed FinancingLetter, the Commitment Letter definitive documentation with respect to any Buyer 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 New York State court or federal or state court of the United States of America, in each case, sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, York County and any appellate court thereofthereof (each such court, the “Subject Courts”) and each party hereto Party irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, Subject Courts and agrees that any such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions dispute shall be governed by by, and construed in accordance with with, the law of the State of Delaware)) shall be governed by the laws Laws of the State of New York (without giving effect except as otherwise expressly set forth in the Debt Commitment Letter or any definitive documentation related to any conflicts of law principles that would result in the application of Buyer Financing where the laws of another jurisdictionjurisdiction shall govern); (b) agrees not to bring or support or permit any of their respective Representatives or controlled Affiliates to bring or support any Action (including any action, (iicause 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) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source Sources in any way arising out of or relating to, to this Agreement, the Committed any Buyer Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this AgreementLetter, the Committed Financing, the Commitment Letter definitive documentation with respect to any Buyer 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 sitting in the Borough of Manhattan, New York, New York, Subject Court; (iii) agrees that service of process upon the Company or its Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 13.7, (ivc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such courtSubject Court; (d) knowingly, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against any Financing Source shall be subject Sources in any way arising out of or relating to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, any Buyer Financing, the Committed Financing or the Debt Commitment Letter, (vii) agrees that this Agreement may not be enforced against the definitive documentation with respect to any Buyer Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (e) agrees that none of the Financing Sources will have any liability to the Seller, whether in law or in equitythe Company, whether in contract or in tort or otherwise (provided, that, notwithstanding any other member of the foregoing, nothing herein shall affect the rights of AGCO Company Group or any of its their respective Subsidiaries against or their respective controlled Affiliates or Representatives relating to or arising out of this Agreement, any Buyer Financing, the Financing Sources Debt Commitment Letter, the definitive documentation with respect to the Committed any Buyer Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Seller, the Company, any other member of the Company Group or any of their respective Subsidiaries or any of their respective controlled Affiliates or Representatives shall bring or support any Action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in Law or in equity, whether in Contract or in tort or otherwise), against any of the Financing Sources relating to or in any way arising out of this Agreement, any Buyer Financing, the Debt Commitment Letter, the definitive documentation with respect to any Buyer Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder); (f) agrees in no event will the Seller, the Company, any other member of the Company Group or any of their respective Subsidiaries or their respective Affiliates or Representatives be entitled directly to specific performance of any commitment letter or similar agreement entered into by the Buyer or its Affiliates for any Buyer Financing against any of the Financing Sources providing such Buyer Financing; and (viiig) agrees that, notwithstanding anything to the contrary in this Agreement, that (i) that the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting Section 11.20, Section 11.4, Section 11.9 and Section 11.11 (or the foregoing agreements definitions of any terms used in this Section 13.1611.20, Section 11.4, Section 11.9 and/or Section 11.11 (in each case solely to the extent that such section relates to the Financing Sources)) and (ii) any amendment, waiver or modification to the provisions in this Section 11.20, Section 11.4, Section 11.9 and Section 11.11 (or, solely as they relate to such provisions and Section, or any of the definitions of “Financing Sources” any terms used in this Section 11.20, Section 11.4, Section 11.9 and “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 provisionSection 11.11) shall not be amended, modified, waived or terminated in any way a manner adverse to the Financing Sources in any material respect shall not be effective as to the Financing Sources without the prior written consent of the Financing Sources party that are arranging or have committed to provide any Buyer Financing. Notwithstanding anything contained herein to the Commitment Letter. For purposes of contrary, nothing in this Section 13.1611.20 shall in any way affect the Buyer’s or its Subsidiaries’ rights and remedies under any binding agreement to which the Buyer or any of its Subsidiaries and a Financing Source is a party, “Financing Sources” (other than including the immediately preceding reference) includes all Financing Sources Related PartiesDebt Commitment Letter or any definitive documentation governing any Buyer Financing.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (parties on behalf of itself and their respective Subsidiaries) each of its controlled Affiliates hereby: (a) (i) agrees that any Action legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving a the Financing SourceSources together with their respective affiliates and their respective affiliates’ officers, directors, employees, controlling persons, agents and representatives and their respective successors and assigns (collectively, the “Financing Sources and Related Parties”), arising out of or relating to, to this Agreement, the Committed Financing, any commitment letter related thereto (any such commitment letter, the “Debt Commitment Letter Letter”) or any of the agreements entered into 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 connection with the Committed Financingeach case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) (ii) 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, and construed in accordance with, the laws of the State of New York, (iii) irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and (iv) 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 (provided, however, that notwithstanding the forgoing and the governing law provisions of the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattanthereunder, New York, New York, so long as such forum it is understood 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 agreed that (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to A) the interpretation of the definition of Lambda Material Adverse Effect (and whether or not a Lambda Material Adverse Effect has occurred), (B) the determination of the accuracy of any provisions “specified acquisition agreement representation” (as such term or similar term may be defined in this Agreement (including the Debt Commitment Letter) and whether as a result of any provision in any documentation related to the Committed Financing inaccuracy thereof Pi or any documentation related of its Affiliates has the right to any Permanent Financing that expressly specifies that terminate its or their obligations hereunder pursuant to Section 7.1(c) or decline to consummate the interpretation Integrated Mergers as a result thereof pursuant to Section 6.2(a) or Section 6.2(b) and (C) the determination of such provisions whether the Integrated Mergers have 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 law of the State of Delaware)) shall be governed by the laws of the State of New York (, without giving effect to any conflicts choice or conflict of law principles provision or rule that would result in cause the application of the laws of another any other jurisdiction), (ii) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (yb) agrees not to bring or support or permit any Action of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any the Financing Source Sources and Related Parties in any way arising out of or relating to, to this Agreement, the Committed Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting in the Borough of Manhattan, New York, New YorkSubject Court, (iii) agrees that service of process upon the Company or its Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 13.7, (ivc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action action in any such courtSubject Court, (vd) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no intentionally and voluntarily waives to the fullest extent permitted by applicable Laws trial by jury in any legal action brought against the Financing Source shall be subject Sources and Related Parties in any way arising out of or relating to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Financing Sources and Related Parties will have any liability to any of Lambda, the Lambda Subsidiaries or their respective Affiliates relating to or arising out of this Agreement, the Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of Lambda, the Lambda Subsidiaries or their respective Affiliates shall bring or support any legal action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise (providedotherwise, that, notwithstanding the foregoing, nothing herein shall affect the rights of AGCO or against any of its Subsidiaries against the Financing Sources with respect and Related Parties relating to or in any way arising out of this Agreement, the Committed Financing Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder), (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Financing Source and Related Parties or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (viiig) agrees that, notwithstanding anything to the contrary in this Agreement, (x) that the Financing Sources and Related Parties are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting Section 8.12 (or the foregoing agreements definitions of any terms used in this Section 13.168.12) and (y) to the extent any amendments to any provision of this Section 8.12 (or, and solely as they relate to such provisions and Section, the definitions of “Financing Sources” and “Financing Sources Related Parties” (and any other provision of terms used in this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such provisionSection 8.12) shall not be amended, modified, waived or terminated in any way are materially adverse to the Financing Sources in any material respect and Related Parties, such provisions shall not be amended without the prior written consent of the Financing Sources party Sources. Notwithstanding anything contained herein to the Commitment Letter. For purposes of contrary, nothing in this Section 13.16, “8.12 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any other binding agreement to which a Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related PartiesSource is a party.

Financing Sources. Notwithstanding anything in this Agreement herein to the contrary, each of Trimble the parties hereto acknowledge and the Company (on behalf of itself and their respective Subsidiaries) herebyirrevocably agree: (ia) agrees that any Action involving a Financing Source, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) agrees not to bring or support any Action of any kind or descriptionLegal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, against in which any party and the sources of the Debt Financing Source in any way are a party arising out of of, or relating to, this Agreementthe Contemplated Transactions, the Committed Debt Financing, the Commitment Letter or any of Letter, the transactions contemplated hereby or thereby Definitive Financing Agreements or the performance of any services thereunder in or related thereto shall be subject to the exclusive jurisdiction of any forum other than any state or federal or state court sitting in the Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereto submits for itself with respect to any such Legal Proceeding to the exclusive jurisdiction of such court; (iiib) agrees not to bring or authorize any of their Affiliates to bring any such Legal Proceeding in any other court; (c) that service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 9.9 shall be effective service of process upon the Company or its Subsidiaries against them for any such Legal Proceeding brought in any such Action or proceeding shall be effective if notice is given in accordance with Section 13.7, court; (ivd) irrevocably waivesto waive and hereby waive, to the fullest extent that it permitted by Legal Requirements, any objection which any of them may effectively do sonow or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of of, any such Action Legal Proceeding in any such court, ; (ve) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, to waive and hereby waive any right to trial by jury in respect of any such Legal Proceeding; (vif) agrees that no Financing Source a final judgment in any such Legal Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Legal Requirements; (g) that, subject to the proviso below, any specialsuch Legal Proceeding shall be governed by, consequential, punitive or indirect damages or damages of a tortious nature and construed in connection with this Agreementaccordance with, the Committed laws of the State of New York, without regard to the conflicts of law rules of such State that would result in the application of the laws of any other State; (h) that the sources of the Debt Financing or are express third party beneficiaries of, and may enforce, the Commitment Letter, agreements set forth in this Section 9.14; (viii) agrees that this Agreement may not be enforced against any none of the sources of the Debt Financing Source and agrees that no Financing Source will have any liability to the Company, any Company or its Affiliates relating to or arising out of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunderotherwise, whether in law or in equity, whether in contract or in tort or otherwise (providedotherwise, that, notwithstanding and neither the foregoing, nothing herein shall affect the rights of AGCO or Company nor any of its Subsidiaries Affiliates will have any rights or claims against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby sources of the Debt Financing hereunder or any services thereunder), and (viii) agrees that, notwithstanding anything to in no event shall the contrary in this Agreement, the Financing Sources are express third party beneficiaries of, and may enforce, and shall Company be entitled to rely on, Sections 11.2, 13.5 and 13.8 and seek the remedy of specific performance of this Section 13.16, and any Agreement against the sources of the provisions Debt Financing; and (j) that the sources of the Debt Financing are beneficiaries of and may enforce any liability cap or limitation on damages or remedies in this Agreement reflecting the foregoing agreements (including Section 8.3(d)); provided, however, that for purposes of any Legal Proceeding referred to in this Section 13.169.14, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent interpretation of the Financing Sources party to definition of Company Material Adverse Effect (as defined in the Commitment Letter. For purposes ) shall be governed by, and construed in accordance with, the laws of this Section 13.16the State of Delaware, “Financing Sources” (other than regardless of the immediately preceding reference) includes all Financing Sources Related Partieslaws that might otherwise govern under applicable principles of conflicts of laws thereof.

Financing Sources. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, each of Trimble and the Company (Seller Representative, on behalf of itself and their respective Subsidiaries) hereby: the other Securityholders, hereby (i) agrees acknowledge that none of the Debt Financing Sources shall have any Action involving a Financing Sourceliability under this Agreement or for any claim based on, arising out of in respect of, or relating by reason of, the transactions contemplated hereby, including, but not limited to, any dispute related to, or arising from, the Debt Financing, the Debt 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 Committed Debt Financing or the Debt 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 any of the agreements entered into in connection with the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby thereby. With respect to any dispute or proceeding relating to this Section 7.16, the performance Seller Representative, on behalf of any services thereunder shall be subject itself and the other Securityholders, (w) submit to the exclusive jurisdiction of any the courts of the State of New York or federal or state court courts of the United States of America, in each case, sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereoffrom any thereof (the courts described in this clause (w), the “Applicable Courts”), and each party hereto irrevocably submits itself and its property with agree that all claims in respect to of any such Action to the exclusive jurisdiction of such court, litigation may be heard and such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result determined only in the application of the laws of another jurisdiction)Applicable Courts, (ii) (x) knowinglywaive, intentionally and voluntarily waives to the fullest extent it may legally do so, any objection which they may now or hereafter have to the laying of venue of any proceeding in any Applicable Court, (y) waive, to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting 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 13.7, (iv) irrevocably waives, to the fullest extent that it may effectively do solaw, the defense of an inconvenient forum to the maintenance of such Action proceeding in any Applicable Court, and (z) agree that a final judgment in any such court, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no Financing Source proceeding shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Financing or the Commitment Letter, (vii) agrees that this Agreement conclusive and may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to in other jurisdictions by suit in on the Company, any of its Subsidiaries judgment or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) agrees that, notwithstanding anything to the contrary in this Agreement, the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements other manner provided by law. Nothing in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) 7.16 shall not be amended, modified, waived or terminated in any way adverse limit or modify the rights and obligations (i) under this Agreement of Parent or (ii) under the Debt Commitment Letter of the actual parties to the Financing Sources in any material respect without the prior written consent of the Financing Sources party Debt Commitment Letter to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Partieseach other.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (parties on behalf of itself and their respective Subsidiaries) each of its affiliates hereby: (ia) agrees that any Action claim, action, suit, legal proceeding, investigation or arbitration (each, an “Action”), whether in law or in equity, whether in contract or in tort or otherwise, involving a the Financing SourceSources, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter Financing Agreements or any of the agreements entered into in connection with the Committed Financing, Financing or the Commitment Letter Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof, thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, and (b) agrees that any such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) shall be governed by the laws Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), (ii) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (yc) agrees not to bring or support or permit any Action of its affiliates to bring or support any Action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any the Financing Source Sources in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter Financing Agreements or any of the agreements entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting 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 13.7, (ivd) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (ve) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TOintentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Financing Sources in any way arising out of or relating to, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing, the Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries Agreements or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, agreements entered into in connection with this Agreement, the Committed Financing, the Commitment Letter Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided, that, notwithstanding f) agrees that none of the foregoing, nothing herein shall affect the rights of AGCO Financing Sources will have any liability to Cumulus or any of its Subsidiaries against affiliates relating to or arising out of this Agreement, the Financing, the Financing Sources with respect to the Committed Financing Agreements or any of the transactions contemplated hereby or any services thereunder), and (viii) agrees that, notwithstanding anything to the contrary agreements entered into in this Agreement, connection with the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.or

Financing Sources. (a) Notwithstanding anything in this Agreement to the contrarycontrary herein, each none of Trimble and the Company (on behalf of itself and Company, its Subsidiaries, their respective Subsidiariesstockholders, partners, members, Affiliates, directors, officers, employees, controlling persons or agents (collectively, the “Seller Related Parties”) hereby: (i) agrees that shall have any Action involving a rights or claims against any Financing Source, arising out of or relating to, Source in connection with this Agreement, the Committed Financing, the Commitment Letter any Debt Financing or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby thereby, whether at law or equity, in contract, in tort or otherwise, nor shall any of the Financing Sources have any obligations or liabilities to the Seller Related Parties, all of which are hereby waived; provided that, notwithstanding the foregoing, nothing in this Section 8.15 shall in any way limit or modify the rights and obligations of Parent under this Agreement or any Financing Source’s obligations to Parent under the Debt Commitment Letter or, solely upon and if entered into, the respective rights and obligations of the Persons party to any definitive documentation in respect of the Debt Financing. (b) Notwithstanding anything herein to the contrary, and without limiting Section 8.15(a) above, each of the Seller Related Parties agrees (i) that any action of any kind or nature, whether at law or equity, in contract, in tort or otherwise, brought by it in respect of a Financing Source in connection with this Agreement, any Debt Financing, the transactions contemplated hereby or the performance of any services thereunder the Financing Sources with respect to the foregoing shall be subject to brought exclusively in the exclusive jurisdiction of any state or federal or state court courts sitting in the Borough county of Manhattan, New York, State of New York, so long as such forum is and remains available, and any appellate court thereof, York and each party hereto irrevocably of the Seller Related Parties hereby submits for itself and its property with respect to any such Action action to the exclusive jurisdiction of such courts, (ii) not to bring or support any such action in any other court, and such Action (except as otherwise expressly iii) that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 8.07 shall be effective service of process against it for any agreement relating such action brought in any such court, (iv) to waive and hereby irrevocably waives, to the Committed Financing fullest extent permitted by law, any objection which it may now or any Permanent Financing and except hereafter have to the extent relating laying of venue of, and the defense of an inconvenient forum to the interpretation of maintenance of, any provisions in this Agreement (including any provision such action in any documentation related to the Committed Financing or such court, (v) any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (ii) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting 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 13.7, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), irrevocably waive and hereby waives any rights or claims against right to a trial by jury in any Financing Source, in connection with this Agreement, the Committed Financing, the 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 AGCO or any of its Subsidiaries against the Financing Sources with respect such action to the Committed Financing or any of same extent such rights are waived pursuant to Section 8.06, as in effect on the transactions contemplated hereby or any services thereunder), and date hereof. (viiic) agrees that, notwithstanding Notwithstanding anything to the contrary in this Agreementcontained herein, the Financing Sources are express third party beneficiaries ofSection 5.17, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 Section 8.11 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “Financing Sources Related Parties” 8.15 (and any other provision of this Agreement to the extent an amendment, supplementsuch modification, waiver or other modification termination of such provision would modify the substance of such provisionSections) shall may not be amended, modified, waived or terminated in a manner that is adverse in any way adverse respect to the Financing Sources in any material respect without the prior written consent of the Financing Sources then party to the Debt Commitment Letter. For purposes . (d) The Financing Sources shall be express third party beneficiaries of Section 5.17, Section 8.11 and this Section 13.168.15, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Partiesand shall be entitled to rely on and enforce this such Sections.

Financing Sources. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, each of Trimble and the Company (Company, on behalf of itself and their respective Subsidiariesits Affiliates and Representatives, hereby (a) acknowledges that none of the 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 or the performance thereof, (ib) waives any rights or claims against any of the Finance Sources in connection with this Agreement or the Financing, whether at law or equity, in contract, in tort or otherwise, and (c) agrees that not to commence (and if commenced agrees to dismiss or otherwise terminate, and not to assist) any Action involving a action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Financing Source, arising out of or relating to, Source in connection with this Agreement, the Committed Financing, the Commitment Letter Financing or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby hereby. With respect to any dispute or thereby or proceeding relating to this Section 9.13, the performance Company, on behalf of any services thereunder shall be subject itself and its Affiliates and Representatives, (i) submits to the exclusive jurisdiction of any the courts of the State of New York or federal or state court courts of the United States of America, in each case, sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereoffrom any thereof (the courts described in this clause (i), the “Applicable Courts”), and each party hereto irrevocably submits itself and its property with agree that all claims in respect to of any such Action to the exclusive jurisdiction of such court, litigation may be heard and such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result determined only in the application of the laws of another jurisdiction)Applicable Courts, (ii) waives, to the fullest extent it may legally do so, any objection which they may now or hereafter have to the laying of venue of any proceeding in any Applicable Court, (xiii) knowinglywaives, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting 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 13.7, (iv) irrevocably waives, to the fullest extent that it may effectively do solaw, the defense of an inconvenient forum to the maintenance of such Action proceeding in any Applicable Court, and (iv) agrees that a final judgment in any such court, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no Financing Source proceeding shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Financing or the Commitment Letter, (vii) agrees that this Agreement conclusive and may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to in other jurisdictions by suit in on the Company, any of its Subsidiaries judgment or any of their respective Representatives (excluding, for other manner provided by law. For the avoidance of doubt, AGCO nothing in this Section 9.13 shall limit or qualify the liabilities and obligations of the parties to any agreement between Parent or its Affiliates), Subsidiaries and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) agrees that, notwithstanding anything to the contrary in this Agreement, the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.

Financing Sources. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, each (i) no Party hereto nor any of Trimble and the Company (on behalf of itself and their respective Subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or shareholders shall have any rights or claims against the Financing Sources (in their capacities as such) hereby: (i) agrees that in any Action involving a Financing Source, arising out of or way relating to, to this Agreement, the Committed Financing, the Commitment Letter or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter Agreement or any of the transactions contemplated hereby by this Agreement, or thereby or the performance in respect of any services thereunder shall be subject oral representations made or alleged to the exclusive jurisdiction of any federal have been made in connection herewith or state court sitting in the Borough of Manhattantherewith, 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 as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way dispute arising out of or relating toin any way to any Commitment Letter, this the Parent New Credit Agreement and the Parent New Term Loan Agreement, the Committed Financing, the Commitment Letter or any replacement therefor, or the performance thereof or the financings contemplated thereby, whether in law or equity, in contract, in tort or otherwise, and (ii) the Financing Sources (in their capacities as such) shall not have any liability (whether in contract, in tort or otherwise) to any Party hereto or any of their respective Subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or shareholders 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 or and thereby or the performance in respect of any services thereunder and (y) agrees not oral representations made or alleged to bring have been made in connection herewith or support therewith, including any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way dispute arising out of or relating toin any way to any Commitment Letter, this the Parent New Credit Agreement and the Parent New Term Loan Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby replacement therefor or the performance of any services thereunder in any forum other than any federal or state court sitting 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 13.7, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing thereof or the Commitment Letterfinancings contemplated thereby, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to whether at law or equity, in contract, in tort or otherwise. ARTICLE XIII THE MEMBERS’ REPRESENTATIVE 13.1 Members’ Representative. The Parent, the Company, any of its Subsidiaries or any of the Surviving Company and their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) agrees that, notwithstanding anything to the contrary in this Agreement, the Financing Sources are express third party beneficiaries of, and may enforce, and Affiliates shall be entitled to rely onexclusively and conclusively upon the communications, Sections 11.2, 13.5 actions and 13.8 and this Section 13.16, and any omissions of the provisions Members’ Representative relating to the foregoing, as the communications, actions and omissions of the Members. Neither the Parent nor the Company (i) are required to make any inquiry or investigation regarding the authority of the Members’ Representative to act on behalf of all Members hereunder, or (ii) shall be held liable or accountable in this Agreement reflecting any manner for any communication, act or omission of the foregoing agreements Members’ 76 DB1/ 97944280.20 Representative in this Section 13.16such capacity, and such provisions and including any losses arising out of or relating to the definitions disbursement of “Financing Sources” and “Financing Sources Related Parties” (and any other provision of this Agreement amounts payable by the Members’ Representative to the extent an amendmentMembers in accordance with this Agreement. [Signature page follows] 77 DB1/ 97944280.20 PARENT: INDEPENDENCE CONTRACT DRILLING, supplementINC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer COMPANY: SIDEWINDER DRILLING LLC By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Executive Officer MEMBERS’ REPRESENTATIVE: MSD Credit Opportunity Master Fund, waiver or other modification of such provision would modify L.P., solely in its capacity as the substance of such provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.Members’ Representative By: /s/ Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER DB1/ 97944280.20

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (parties hereto, on behalf of itself and their respective Subsidiaries) each of its controlled Affiliates, hereby: (ia) agrees that any Action involving Legal Proceeding (whether in law or in equity, whether in contract or in tort or otherwise), brought against any Financing Sources that provide Financing under clause (a) of the definition of “Financing” (a “Covered Financing SourceParty” and such Financing, a “Covered Financing”) arising out of or relating to, to this Agreement, the Committed any Covered Financing, the Commitment Letter or definitive documentation with respect to any of the agreements entered into in connection with the Committed Financing, the Commitment Letter Covered 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 sitting in the Borough courts of ManhattanEngland and Wales (each such court, New York, New York, so long as such forum is and remains available, and any appellate court thereofthe “Subject Courts”), and each party hereto irrevocably submits itself and its property with respect to any such Action Legal Proceeding to the exclusive jurisdiction of such court, Subject Courts and agrees that any such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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)) dispute shall be governed by the laws of the State of New York England and Wales (without giving effect except as otherwise expressly set forth in any definitive documentation related to any conflicts of law principles that would result in the application of Covered Financing where the laws of another jurisdictionjurisdiction shall govern), ; (ii) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (yb) agrees not to bring or support or permit any Action of their respective controlled Affiliates to bring or support any Legal Proceeding (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 Covered Financing Source Party in any way arising out of or relating to, to this Agreement, the Committed any Covered Financing, the Commitment Letter definitive documentation with respect to any Covered 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 sitting in the Borough of Manhattan, New York, New York, Subject Court; (iii) agrees that service of process upon the Company or its Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 13.7, (ivc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Legal Proceeding in any such courtSubject Court; (d) knowingly, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Legal Proceeding brought against any Covered Financing Source shall be subject Party in any way arising out of or relating to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Covered Financing, the Commitment Letter definitive documentation with respect to any Covered Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (e) agrees that none of the Covered Financing Party will have any liability to the Company, any of its Subsidiaries or any of its or their respective controlled Affiliates relating to or arising out of this Agreement, any Covered Financing, the definitive documentation with respect to any Covered Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company, any of its Subsidiaries or any of its or their respective controlled Affiliates shall bring or support any Legal Proceeding (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 (providedotherwise), that, notwithstanding the foregoing, nothing herein shall affect the rights of AGCO or against any of its Subsidiaries against the Covered Financing Sources Parties relating to or in any way arising out of this Agreement, any Covered Financing, the definitive documentation with respect to the Committed any Covered Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder); (f) agrees in no event will the Company, any of its Subsidiaries or any of its or their respective Affiliates be entitled directly to specific performance of any commitment letter, facility agreement or similar agreement entered into by Parent, Merger Sub, their respective Subsidiaries and/or their respective controlled Affiliates for any Covered Financing against any of the Covered Financing Parties providing such Covered Financing; and (viiig) agrees that, notwithstanding anything that (i) the Covered Financing Parties to the contrary in which this Agreement, the Financing Sources are Section 11.14 applies shall be express third party beneficiaries beneficiaries, as provided in Section 11.7, solely for the purposes of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting Section 11.14 and (ii) any amendment, waiver or modification to the foregoing agreements provisions in this Section 13.1611.14 (or, and solely as they relate to such provisions and Section, any of the definitions of “any terms used in this Section 11.14) in a manner adverse to any Covered Financing Sources” and “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 provision) Party shall not be amended, modified, waived or terminated in any way adverse effective as to the such Covered Financing Sources in any material respect Party without the prior written consent of the such Covered Financing Sources party Party. Notwithstanding anything contained herein to the Commitment Letter. For purposes of contrary, nothing in this Section 13.1611.14 shall in any way affect the rights and remedies of each of Parent, “Merger Sub, their respective Subsidiaries and/or their respective controlled Affiliates under any binding agreement to which Parent, Merger Sub, their respective Subsidiaries and/or their respective controlled Affiliates and a Covered Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related PartiesParty is a party, including any definitive documentation governing any Covered Financing.

Financing Sources. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, each of Trimble and the Company (on behalf of itself and their respective Subsidiaries) hereby: (i) agrees that none of the Company, any Action involving a Financing Sourceof its Subsidiaries or other Affiliates, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the agreements entered into in connection with the Committed Financingtheir respective directors, the Commitment Letter officers, employees, agents, partners, managers, members or stockholders shall (A) have 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 sitting 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 as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement rights (including any provision in any documentation related to the Committed Financing right of specific performance or any documentation related right to enforce any Permanent Financing that expressly specifies that right of Parent or Merger Sub under the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)Debt Commitment Letter) 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) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating toto the Financing, this Agreement, the Committed Financing, the Commitment Letter Agreement or any of the transactions contemplated hereby by this Agreement, or thereby in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Financing, the Debt Commitment Letter or the performance of any services thereunder and (y) agrees not to bring or support any Action of any kind or descriptionthereof, whether in law or in equity, whether in contract or contract, in tort or otherwise, or (B) commence, continue or assist any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Financing Source in any way arising out of or relating to, this Agreement, to the Committed Financing, the Debt Commitment Letter Letter, this Agreement or any of the transactions contemplated hereby by this Agreement, including any dispute arising out of or thereby relating in any way to the Financing, the Debt Commitment Letter or the performance thereof, whether in law or equity, in contract, in tort or otherwise, and (ii) no Financing Source shall have any liability (whether in contract, in tort or otherwise) to the Company, any of its Subsidiaries or other Affiliates, nor any of their respective directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any services thereunder party hereto under this Agreement or for any claim based on, in respect of, or by reason of the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any forum way to the Financing, the Debt Commitment Letter or the performance thereof, whether at law or equity, in contract, in tort or otherwise. Nothing in this Section will limit the rights of Parent in respect of the Financing under the Debt Commitment Letter or any other than any federal or state court sitting agreements related thereto and nothing in the Borough of Manhattan, New York, New York, (iii) agrees that service of process upon this Section will limit the Company or its Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 13.7from seeking specific performance of the Parent’s obligation to enforce the Debt Commitment Letter and/or Definitive Financing Agreements for the Financing. Without limiting the foregoing, (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 ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or other Affiliates, or any of their respective Representatives (excludingdirectors, for the avoidance of doubtofficers, AGCO and its Affiliates)employees, and hereby waives any rights agents, partners, managers, members or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) agrees that, notwithstanding anything to the contrary in this Agreement, the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Partiesstockholders.

Financing Sources. Notwithstanding anything in this Agreement herein to the contrary, each of Trimble the parties hereto acknowledge and the Company irrevocably agree (on behalf of itself and their respective Subsidiariesa) hereby: (i) agrees that any Action involving a Financing SourceLegal Proceeding (which term, arising out for purposes of this Section 7.17, shall also be deemed to include any claim, complaint, formal investigation or relating to, this Agreement, the Committed Financing, the Commitment Letter other legal proceeding before or by any of the agreements entered into in connection with the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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 DelawareGovernmental Entity)) 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) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 in which the Financing Source in any way Sources are a party arising out of of, or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby hereby, the Debt Financing Commitment Letter, the Debt Financing or the performance of any services thereunder in or related thereto shall be subject to the exclusive jurisdiction of any forum other than any state or federal or state court sitting in the Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereto submits for itself with respect to any such Legal Proceeding to the exclusive jurisdiction of such court, (iiib) agrees not to bring or authorize any of their Affiliates to bring any such Legal Proceeding in any other court, (c) that service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 7.8 shall be effective service of process upon the Company or its Subsidiaries against them for any such Legal Proceeding brought in any such Action or proceeding shall be effective if notice is given in accordance with Section 13.7court, (ivd) irrevocably waivesto waive and hereby waive, to the fullest extent that it permitted by Legal Requirements, any objection which any of them may effectively do sonow or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of of, any such Action Legal Proceeding in any such court, (ve) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDERto waive and hereby waive any right to trial by jury in respect of any such Legal Proceeding, (vif) agrees that no Financing Source a final judgment in any such Legal Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Legal Requirements, (g) that, subject to the proviso below, any specialsuch Legal Proceeding shall be governed by, consequential, punitive or indirect damages or damages of a tortious nature and construed in connection with this Agreementaccordance with, the Committed Financing or laws of the Commitment LetterState of New York, without regard to the conflicts of law rules of such State that would result in the application of the laws of any other State, (viih) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing are beneficiaries of and may enforce any liability cap or any of the transactions contemplated hereby limitation on damages or any services thereunder)remedies in this Agreement (including, without limitation, Section 6.4) and (viiii) agrees that, notwithstanding anything to the contrary in this Agreement, that the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements set forth in this Section 13.167.17; provided, however, that for purposes of any Legal Proceeding referred to in this Section 7.17, the interpretation of the definition of Company Material Adverse Effect (as defined in the Debt Financing Commitment Letter) shall be governed by, and such provisions construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Parent, Acquisition Sub and the definitions of “Financing Sources” and “Financing Sources Related Parties” (and any other provision of Company have caused this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent executed as of the Financing Sources party to the Commitment Letterdate first written above. a Delaware limited liability company By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President a Delaware corporation By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Business Officer For purposes of the Agreement (including this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.Exhibit A):

Financing Sources. Notwithstanding anything in this Agreement Subject to the contraryCompany's right to specific performance to the extent set forth in Section 11.10, each the Company's right to receive payment of Trimble the Parent Termination Fee and such other amounts pursuant to Section 7.09(d) and Section 9.03(g) from Parent, the guarantee thereof pursuant to the Limited Guarantee (including in respect of any breach by Sponsor, Parent or Sub) and the Company (Company's rights under the Equity Commitment Letter and the Confidentiality Agreement, the Company, on behalf of itself and their respective Subsidiarieseach of its Representatives, stockholders, holders of any Company Equity Award and Affiliates (collectively, the "Seller Group" and each, a "Seller Group Member") hereby: hereby waives and agrees not to assert against (i) agrees that the Non-Recourse Parent Parties, (ii) any Action involving a Financing Source, or (iii) any of the respective former, current, or future Affiliates or Representatives of the Financing Sources (collectively, the "Parent Group" and each a "Parent Group Member"), any right or claim for any and all losses, claims or liabilities suffered by any Seller Group Member as a result of any breach of this Agreement by Parent or Sub or any breach of the other agreements contemplated hereby, including the Debt Commitment Letter, Limited Guarantee or the Equity Commitment Letter by any Person in the Parent Group party thereto, the failure of the Offer to be completed or the Merger to be consummated or in any other respect with respect to this Agreement or any other agreement contemplated hereby, and, subject to Section 11.11(f), upon payment of the Parent Termination Fee, none of the Parent Group Members shall have any further liability or obligation relating to or arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the other agreements entered into in connection with the Committed Financing, the Commitment Letter contemplated hereby or any of the transactions contemplated hereby or thereby under any theory or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 courtclaim, and such Action (except as otherwise expressly provided whether sounding in law or equity. Without modifying or qualifying in any agreement relating way the preceding sentence or implying any intent contrary thereto, for the avoidance of doubt, in no event shall any Seller Group Member be entitled to the Committed Financing seek or obtain any Permanent Financing and except to the extent relating to the interpretation other damages of any provisions in this Agreement kind against any such Parent Group Member (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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 jurisdictionFinancing Sources), (ii) (x) knowinglyincluding consequential, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights special, indirect or claims against any Financing Source in any way arising out of punitive damages for, or relating with respect to, this Agreement or the Limited Guarantee or the transactions contemplated hereby and thereby (including, any breach by Parent or Sub), the termination of this Agreement, the Committed Financingfailure to consummate the transactions contemplated by this Agreement or any claims or actions under applicable Law arising out of any such breach, termination or failure. Immediately following receipt by the Company of the Parent Termination Fee, the Commitment Letter Company shall cause all Seller Group Members to dismiss with prejudice any judicial or arbitral proceeding initiated by any of them with respect to this Agreement or the Limited Guarantee or the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting 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 13.7, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for Parent Group Member. For the avoidance of doubt, AGCO and its Affiliatesin no event shall any Parent Group Member be subject to, nor shall any Seller Group Member, seek to recover, nor shall they accept, monetary damages in excess of the Parent Termination Fee (it being understood that this limitation shall apply in the aggregate to the entire Seller Group), except as set forth in Section 7.09(d) and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunderSection 9.03(g), and (viii) agrees that, notwithstanding anything to the contrary in this Agreement, the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (parties hereto on behalf of itself and their respective Subsidiaries) each of its Affiliates hereby: (ia) agrees that any Action Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Financing SourceSources, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter Debt Financing or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter 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 sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof, thereof and each party hereto irrevocably submits itself and its property with respect to any such Action Proceeding to the exclusive jurisdiction of such court, and (b) agrees that any such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) Proceeding shall be governed by the laws Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), (ii) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (yc) agrees not to bring or support or permit any Action of its Affiliates to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, Debt Financing or any of the Commitment Letter 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 sitting in the Borough of Manhattan, New York, New York, (iiid) agrees that service of process upon the Company or its Subsidiaries such party in any such Action Proceeding or proceeding shall be effective if notice is given in accordance with Section 13.79.04, (ive) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Proceeding in any such court, (vf) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TOintentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceeding brought against the Financing Sources in any way arising out of or relating to, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Debt Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, agreements entered into in connection with this Agreement, the Committed Financing, the Commitment Letter 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 g) agrees that none of the foregoing, nothing herein shall affect Financing Sources will have any liability to the rights of AGCO Company or any of its Subsidiaries against or any of their respective Affiliates or Representatives any of their respective current, former or future officers, directors, employees, agents, representatives, stockholders, limited partners, managers, members or partners relating to or arising out of this Agreement, the Debt Financing Sources or any of the agreements entered into in connection with respect to the Committed Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder), thereunder and (viiih) agrees that, notwithstanding anything to the contrary in this Agreement, that the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, 9.13 (and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated amended in any way adverse material to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Partiesany lenders providing such Debt Financing).

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (Parties on behalf of itself and their respective Subsidiaries) each of its Affiliates hereby: (ia) agrees that any Action legal action (whether in Law or in equity, whether in Contract or in tort or otherwise), involving a the Financing SourceSources, arising out of or relating to, to this Agreement, the Committed Debt Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Committed FinancingLetter, the Commitment Letter Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal or state court of the United States of America, in each case, sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, York County and any appellate court thereofthereof (each such court, the “Subject Courts”) and each party hereto Party irrevocably submits itself and its property with respect to any such Action legal action to the exclusive jurisdiction of such courtSubject Courts and agrees that any such dispute shall be governed by, and such Action (construed in accordance with, the Laws of the State of New York, except as otherwise expressly provided set forth in any agreement relating the Debt Commitment Letter with respect to the Committed Financing or any Permanent Financing and except to the extent relating to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any provisions “Company Representations” (as such term or similar term is defined in this Agreement (including the Debt Commitment Letter) and whether as a result of any provision in any documentation related to inaccuracy thereof the Committed Financing Parent or any documentation related of its Affiliates has the right to any Permanent Financing that expressly specifies that terminate its or their obligations hereunder pursuant to Section 7.1(g) or decline to consummate the interpretation Closing as a result thereof pursuant to Section 6.2(a) and (iii) the determination of such provisions whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law Laws of the State of Delaware)) shall be governed by the laws of the State of New York (, without giving effect to any conflicts choice or conflict of law principles Law provision or rule that would result in cause the application of the laws Laws of another any other jurisdiction, (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), (ii) (x) knowingly, intentionally and voluntarily waives to against the fullest extent permitted by applicable Law any rights or claims against any Financing Source Sources in any way arising out of or relating to, to this Agreement, the Committed Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this AgreementLetter, the Committed Financing, the Commitment Letter Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting in the Borough of Manhattan, New York, New YorkSubject Court, (iii) agrees that service of process upon the Company or its Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 13.7, (ivc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action legal action in any such courtSubject Court, (vd) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Financing Source shall be subject Sources in any way arising out of or relating to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Financing or Debt Financing, the Debt Commitment Letter, (vii) agrees that this Agreement may not be enforced against any the Debt Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the Commitment Letter 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 (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights e) agrees that none of AGCO or any of its Subsidiaries against the Financing Sources with respect will have any liability to any of the Committed Company Parties or their respective Affiliates 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 Parties 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 Financing Sources 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 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 (viiig) agrees that, notwithstanding anything to the contrary in this Agreement, (i) that the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting Section 8.16 and Section 7.4 (or the foregoing agreements definitions of any terms used in this Section 13.168.16 and/or Section 7.4) and (ii) to the extent any amendments to any provision of this Section 8.16 and Section 7.4 (or, and solely as they relate to such provisions and Section, the definitions of “Financing Sources” and “Financing Sources Related Parties” (and any other provision of terms used in this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such provisionSection 8.16 and/or Section 7.4) shall not be amended, modified, waived or terminated in any way are materially adverse to the Financing Sources in any material respect Sources, such provisions shall not be amended without the prior written consent of the Financing Sources party Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 8.16 shall in any way affect any Party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Financing Source is a party, including the Debt Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (parties hereto on behalf of itself and their respective Subsidiaries) each of its Affiliates hereby: (ia) agrees that any Action Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Financing SourceSources, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Committed Financing, the Commitment Letter 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 sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof, thereof and each party hereto irrevocably submits itself and its property with respect to any such Action Proceeding to the exclusive jurisdiction of such court, and (b) agrees that any such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), (ii) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (yc) agrees not to bring or support or permit any Action of its Affiliates to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting in the Borough of Manhattan, New York, New York, (iiid) notwithstanding anything to the contrary contained in this Agreement, in no event shall the Company, or any of its Subsidiaries, or any of their respective Affiliates be entitled to, or permitted to seek, specific performance in respect of any Financing Source, nor shall there be any right of the Company, or any of its Subsidiaries, or any of their respective Affiliates, to enforce specifically any of Merger Sub’s and its Affiliates’ respective rights under the Debt Commitment Letter or any other agreements relating to the Debt Financing, (e) agrees that service of process upon the Company or its Subsidiaries such party in any such Action or proceeding Proceeding shall be effective if notice is given in accordance with Section 13.711.1, (ivf) irrevocably waivesknowingly, intentionally and voluntarily waives to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action permitted by applicable law trial by jury in any such courtProceeding brought against the Financing Sources in any way arising out of or relating to, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided, that, notwithstanding g) agrees that none of the foregoing, nothing herein shall affect Financing Sources will have any liability to the rights of AGCO Company or any of its Subsidiaries against or any of their respective Affiliates or Representatives relating to or arising out of this Agreement, the Financing Sources with respect to Debt Financing, the Committed Financing Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder), thereunder and (viiih) agrees that, notwithstanding anything to the contrary in this Agreement, that the Financing Sources are express third third-party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, 11.12 (and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, amended or waived or terminated in any way adverse material to the Financing Sources in any material respect without the prior written consent of the Financing Sources party Sources). This Section 11.12 shall not affect, alter or amend in any way the covenants and agreements between Parent and the Company, or the obligations of Parent and the Company provided for in this Agreement. This Section 11.12 shall not limit the rights of the parties to the Financing under the Financing Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (Letters or other than definitive agreement with respect to the immediately preceding reference) includes all Financing Sources Related PartiesFinancing.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (on behalf of itself and their respective Subsidiaries) herebyparties hereto: (ia) agrees that any Action involving a Financing Sourceall actions (whether in law or in equity and whether in tort, arising contract or otherwise) that may be based upon, arise out of or relating to, relate to this Agreement, the Committed Financing, the Commitment Letter Debt Financing or any of the agreements (including the Debt Financing Commitment Letter) entered into in connection with the Committed Financing, the Commitment Letter Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against the Debt Financing Sources shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, York and any appellate court thereof, thereof and each party hereto irrevocably submits itself and its property with respect to any such Action action to the exclusive jurisdiction of such court, and such Action action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Financing Commitment Letter or in any definitive documentation related to the Committed Financing or any documentation related to any Permanent Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of the Delaware)) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application York, regardless of the laws that might otherwise govern under applicable principles of another jurisdiction)conflicts of laws, (iib) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any action (xwhether in law or in equity and whether in tort, contract or otherwise) knowinglythat may be based upon, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising arise out of or relating to, relate to this Agreement, the Committed Financing, Debt Financing or any of the agreements (including the Debt Financing Commitment Letter 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 and (y) 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 Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting 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 13.7, (ivc) irrevocably waives, to the fullest extent that it may effectively do sopermitted by law, the defense of an inconvenient forum to the maintenance of such Action action in any such court, (vd) KNOWINGLYirrevocably and unconditionally waives to the fullest extent permitted by applicable law any right it may have to a trial by jury in any action brought against the Debt Financing Sources directly or indirectly arising out of, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no Financing Source shall be subject to any special, consequential, punitive under or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Debt Financing, the Debt Financing 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and (viiie) agrees that, notwithstanding anything to that the contrary in this Agreement, the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties8.17.

Financing Sources. Notwithstanding anything to the contrary in this Agreement (but subject to and without in any way limiting the contraryrights and claims of Parent, each of Trimble REIT Merger Sub and OP Merger Sub under the Debt Commitment Letter and the Company Debt Financing (on behalf of itself and their respective Subsidiaries) hereby: (i) agrees that any Action involving a Financing Source, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the definitive agreements entered into in connection with the Committed Debt Financing), Company hereby agrees that: (a) none of the Commitment Letter Financing Sources in respect of the Debt Financing shall have any liability hereunder or for any of claim based on, in respect of, or by reason of, the transactions contemplated hereby to Company or thereby its Affiliates (and Company on behalf of itself and the Company Subsidiaries waives any rights or claims) relating to or arising out of this Agreement or the transactions contemplated hereby, including any dispute related to, or arising from, the Debt Financing, the Debt Commitment Letter or the performance of any services thereunder thereof; (b) Company shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains availablenot commence, and any appellate court thereofshall use its commercially reasonable efforts to cause its Affiliates not to commence (and if commenced agree to dismiss or otherwise terminate, and each party hereto irrevocably submits itself and its property not to assist) any Action against any Financing Source in respect of the Debt Financing in connection with this Agreement, the Debt Financing, the Debt Commitment Letter, the Equity Commitment Letters or the transactions contemplated hereby; (c) all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Sources in respect to any such Action to of the exclusive jurisdiction of such court, and such Action (except as otherwise expressly provided Debt Financing in any agreement way relating to the Committed Debt Commitment Letter or the performance thereof or the Debt Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions contemplated thereby, shall be exclusively governed by by, and construed in accordance with with, the law of the State of Delaware)) shall be governed by the laws internal Laws of the State of New York (York, without giving effect to any conflicts principles or rules or conflict of law laws to the extent such principles that or rules would result in require or permit the application of the laws of another jurisdiction), ; (iid) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law Company will not bring or purposely support any rights or claims against any Financing Source Person in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) agrees not to bring or support any Action action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Financing Source Sources in respect of the Debt Financing in any way arising out of or relating to, to this Agreement, the Committed Financing, the Commitment Letter Agreement or any of the transactions contemplated hereby by this Agreement, including any dispute arising out of or thereby relating in any way to the Debt Commitment Letter or the performance of any services thereunder thereof or the Debt Financing contemplated thereby, in any forum other than any the federal or and New York state court sitting courts located in the Borough of Manhattan, Manhattan within the City of New York, New York, ; (iiie) 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 13.7, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) KNOWINGLY, INTENTIONALLY COMPANY HEREBY IRREVOCABLY AND VOLUNTARILY UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF A TRIAL BY JURY IN RESPECT OF ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE LITIGATION (WHETHER IN ANY WAY LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, IN ANY WAY TO THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY DEBT COMMITMENT LETTER OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY; and (vif) agrees that no 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 Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Debt Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) agrees that, notwithstanding anything are intended to the contrary in this Agreement, the Financing Sources are express be third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.1610.13, Section 9.3(d) and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties9.4.

Financing Sources. (a) Notwithstanding anything in this Agreement to the contrarycontrary herein, each none of Trimble and the Company (on behalf of itself and Company, the Seller, their respective Subsidiariesstockholders, partners, members, Affiliates, directors, officers, employees, controlling persons or agents (collectively, the “Seller Related Parties”) hereby: (i) agrees that shall have any Action involving a rights or claims against any Financing Source, arising out of or relating to, Source in connection with this Agreement, the Committed Financing, the Commitment Letter any Debt Financing or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby thereby, whether at law or equity, in contract, in tort or otherwise, nor shall any of the Financing Sources have any obligations or liabilities to the Seller Related Parties, all of which are hereby waived; provided that, notwithstanding the foregoing, nothing in this Section 9.12 shall in any way limit or modify the rights and obligations of Buyer under this Agreement or any Financing Source’s obligations to Buyer under the Debt Commitment Letter. (b) Notwithstanding anything herein to the contrary, and without limiting Section 9.12(a) above, each of the Seller Related Parties agrees (i) that any action of any kind or nature, whether at law or equity, in contract, in tort or otherwise, involving a Financing Source in connection with this Agreement, any Debt Financing, the transactions contemplated hereby or the performance of any services thereunder the Financing Sources with respect to the foregoing shall be subject to brought exclusively in the exclusive jurisdiction of any state or federal or state court courts sitting in the Borough county of Manhattan, New York, State of New York, so long as such forum is and remains available, and any appellate court thereof, York and each party hereto irrevocably of the Seller Related Parties hereby submits for itself and its property with respect to any such Action action to the exclusive jurisdiction of such courts, (ii) not to bring or support any such action in any other court, and such Action (except as otherwise expressly iii) that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 9.2 shall be effective service of process against it for any agreement relating such action brought in any such court, (iv) to waive and hereby irrevocably waives, to the Committed Financing fullest extent permitted by law, any objection which it may now or any Permanent Financing and except hereafter have to the extent relating laying of venue of, and the defense of an inconvenient forum to the interpretation of maintenance of, any provisions in this Agreement (including any provision such action in any documentation related to the Committed Financing or such court, (v) any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (ii) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting 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 13.7, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), irrevocably waive and hereby waives any rights or claims against right to a trial by jury in any Financing Source, in connection with this Agreement, the Committed Financing, the 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 AGCO or any of its Subsidiaries against the Financing Sources with respect such action to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and same extent such rights are waived pursuant to Section 9.10. (viiic) agrees that, notwithstanding Notwithstanding anything to the contrary in this Agreementcontained herein, the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “Financing Sources Related Parties” 9.12 (and any other provision of this Agreement to the extent an amendment, supplementsuch modification, waiver or other modification termination of such provision would modify the substance of such provisionthis Section 9.12) shall may not be amended, modified, waived or terminated in a manner that is adverse in any way adverse respect to the Financing Sources in any material respect without the prior written consent of the Financing Sources. (d) The Financing Sources shall be express third party to the Commitment Letter. For purposes beneficiaries of this Section 13.169.12, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Partiesand shall be entitled to rely on and enforce this Section 9.12.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (parties hereto on behalf of itself and their respective Subsidiaries) each of its Affiliates hereby: (ia) agrees that any Action Action, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Financing SourceSources, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter Financing or any of the agreements (including any Financing Letter) (the “Financing Documents”) entered into in connection with the Committed Financing, the Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof, thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, and (b) agrees that any such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) shall be governed by the laws Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), (ii) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (yc) 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 the Financing Source Sources in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting in the Borough of Manhattan, New York, New York, (iiid) agrees that service of process upon the Company or its Subsidiaries such party in any such Action or proceeding shall be effective if notice is given in accordance with Section 13.711.1, (ive) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (vf) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TOintentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Action brought against the Financing Sources in any way arising out of or relating to, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the Commitment Letter 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 (provided, that, notwithstanding g) agrees that none of the foregoing, nothing herein shall affect Financing Sources will have any liability to any of the rights of AGCO Acquired Companies or any of its Subsidiaries against their Subsidiaries, any Seller, the Sellers’ Representative or any of their respective Affiliates or any of their respective current, former or future officers, directors, employees, agents, representatives, stockholders, limited partners, managers, members or partners relating to or arising out of this Agreement, the Financing, the Financing Sources with respect to the Committed Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder), and (viiih) agrees that, notwithstanding anything to the contrary in this Agreement, that the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, 11.19 (and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect amended without the prior written consent of the any lenders under the Financing Sources party to the Commitment LetterDocuments). For purposes [The remainder of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Partiespage is intentionally blank. Signatures follow.]

Financing Sources. (a) Notwithstanding anything in this Agreement to the contrarycontrary herein, each of Trimble and the Company (parties hereto, on behalf of itself themselves and their respective Subsidiaries) herebyany Seller Related Parties: (ia) agrees that any Action involving a Financing Source, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) agrees it will not to bring or support any Action of any kind or descriptionAction, whether in at law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way arising out of or Sources relating to, to this Agreement, the Committed Financing, the Commitment Letter Agreement or any of the transactions contemplated hereby by this Agreement including any dispute arising out of or thereby relating in any way to the Commitment Letter, the performance thereof or the performance of any services thereunder Financing contemplated thereby in any forum other than any the federal or state court sitting and New York State courts located in the Borough of ManhattanManhattan within the City of New York; (b) agrees that, except as specifically set forth in the Commitment Letter, all claims or causes of action (whether in contract or tort) arising directly or indirectly out of or concerning the Financing shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, New York, (iii) agrees that service without giving effect to principles or rules 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 13.7, (iv) irrevocably waives, conflict of laws to the fullest extent that it may effectively do so, such principle or rules would require or permit the defense application of an inconvenient forum to the maintenance laws of such Action in any such court, another jurisdiction and (vc) KNOWINGLY, INTENTIONALLY HEREBY IRREVOCABLY AND VOLUNTARILY UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF A TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE RESPECT OF ANY SERVICES THEREUNDERLITIGATION OR LEGAL PROCEEDING RELATING TO THE COMMITMENT LETTER OR FINANCING. (b) Notwithstanding anything that may be expressed or implied in this Agreement, (vi) in no event shall any Financing Source have any liability or obligation to, or be subject to any Action, proceeding or claim from the Seller or any of the Seller Related Parties in connection with this Agreement or the transactions contemplated hereby, whether at law or equity, in contract, in tort or otherwise, and none of the Seller nor the Seller Related Parties will have, and each hereby waives, any rights or claims against the Financing Sources and agrees that no not to bring any such Action, claim or cause of action in connection with this Agreement or the transactions contemplated hereby. No 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 Committed Financing nature. (c) Notwithstanding Section 12.11 or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) agrees that, notwithstanding anything to the contrary in this Agreement, in no event shall the Seller or any Seller Related Party be entitled to seek the remedy of specific performance of this Agreement directly against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Financing. (d) Notwithstanding anything to the contrary contained in this Agreement, the Financing Sources are express third intended third-party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and of this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this 12.14. This Section 13.16, and such provisions and the definitions of “Financing Sources” and “Financing Sources Related Parties” 12.14 (and or any other provision of this Agreement to the extent an amendment, supplementmodification, supplement or waiver or other modification of such provision would modify which has the substance effect of such provisionmodifying this Section 12.14) shall may not be amended, modifiedmodified or supplemented, waived or terminated any of its provisions waived, in any way a manner that is adverse to the any Financing Sources in any material respect Source without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (on behalf of itself and their respective Subsidiaries) hereby: (i) agrees that any Action involving a Financing Source, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting 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 13.7, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) agrees that, notwithstanding anything to the contrary in this Agreement, the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, Seller and each of Trimble and the Company (Seller Related Party, on behalf of itself and their respective its Subsidiaries) , hereby: (i) agrees that any Action Action, whether in law or in equity, whether in contract or in tort or otherwise, involving a any Financing Source, arising out of or relating to, to this Agreement, the Committed Financing, the Commitment Letter Financing or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof, thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, and such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of DelawareNew York)) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (ii) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter 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 sitting in the Borough of Manhattan, New York, New York, (iii) agrees that service of process upon the Company Seller or its Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 13.711.01, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TOintentionally and voluntarily waives to the fullest extent permitted by Applicable Law all rights of trial by jury in any Action brought against the Financing Sources in any way arising out of or relating to, THIS AGREEMENTthis Agreement, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDERthe Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (vi) agrees that no 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 Committed Financing or the Commitment Letternature, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries Seller or any of their respective Representatives Seller Related Party (excluding, for the avoidance of doubt, AGCO other than the Buyer Parties and its their Affiliates), and hereby waives any rights or claims against any Financing Source, ) in connection with this Agreement, the Committed Financing, the Commitment Letter 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 otherwise, (provided, that, notwithstanding viii) agrees that neither Seller nor any Seller Related Party shall be entitled to seek specific performance of the foregoing, Commitment Letter; provided that nothing herein shall affect the rights of AGCO or any of its Subsidiaries the Buyer Parties and their Affiliates against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), thereunder and (viiiix) agrees that, notwithstanding anything to the contrary in this Agreement, that the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, 11.14 and such provisions and the definitions of “Financing Sources” and “Financing Sources Related Parties” that neither this Section 11.14 (and nor any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such other provision would materially modify the substance of such provisionthis Section 11.14) shall not be amended, modified, waived or terminated amended in any way materially adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.

Financing Sources. Notwithstanding anything in this Agreement herein to the contrary, each of Trimble the Seller Parties, on behalf of the Seller Related Parties, and the Company (each other Party, on behalf of itself and their respective Subsidiaries) hereby: each of its Affiliates, hereby (ia) agrees that it will not bring or support any Action action, cause of action, claim, cross-claim or third-party claim or any proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Financing SourceSources, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter Financing or any of the agreements (including the Commitment Letter and any other Financing Document) entered into in connection with the Committed Financing, the Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of in any federal or state court sitting forum other than exclusively in the Borough Supreme Court of Manhattan, the State of New York, County of New York, so long as such forum or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and remains available, appellate courts thereof) and any appellate court thereof, and each party hereto irrevocably submits itself and its property with respect to any such Action proceeding to the exclusive jurisdiction of such courtcourts, and (b) agrees that any such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), (ii) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting in the Borough of Manhattan, New York, New York, (iiic) agrees that service of process upon the Company or its Subsidiaries such Person in any such Action or proceeding shall be effective if notice is given in accordance with Section 13.79.8, (ivd) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action proceeding in any such court, (ve) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TOintentionally and voluntarily waives, THIS AGREEMENTto the fullest extent permitted by applicable Law, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDERtrial by jury in any proceeding brought against the Financing Sources in any way arising out of or relating to, (vi) agrees that no 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 Committed Financing or Financing, the Commitment Letter, any Financing Document or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (viif) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability notwithstanding anything to the Companycontrary contained herein, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives no Seller Related Party shall have any rights or claims against any the Financing Source, in connection with Sources relating to or arising out of this Agreement, the Committed Financing, the Commitment Letter Letter, any Financing Document or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in at law or in equity, whether in contract or contract, in tort or otherwise (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder)otherwise, and (viiig) agrees that, notwithstanding anything to the contrary in this Agreement, that the Financing Sources are express third third-party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement herein reflecting the foregoing agreements in this the last sentence of Section 13.16, 9.5 and in Section 9.10 (and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated amended in any way respect that is materially adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties).

Financing Sources. (a) Each Party covenants and agrees that (i) it shall not institute, and shall cause its Affiliates not to institute, a legal proceeding (whether at Law, in equity, in contract, in tort, or otherwise) against any of the Financing Sources arising under or in connection with this Agreement, the Debt Commitment Letter or the Debt Financing, or the negotiation, execution, or performance of this Agreement, the Debt Commitment Letter or the Debt Financing, and (ii) none of such Financing Sources shall have any liability or obligations (whether at Law, in equity, in contract, in tort, or otherwise) to any Party, or any of the respective Affiliates or Representatives of any Party, arising under or in connection with this Agreement, or the negotiation, execution, or performance of this Agreement, the Debt Commitment Letter or the Debt Financing. (b) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, each of Trimble and the Company (on behalf of itself and their respective Subsidiaries) hereby: Party hereby (i) agrees that any Action involving a Financing Sourceit will not bring or support, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or permit any of the agreements entered into in connection with the Committed Financing, the Commitment Letter its Affiliates 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 sitting 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 as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) agrees not Representatives to bring or support support, any Action action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way arising out of or relating to, to this Agreement, the Committed Financing, the Commitment Letter Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder by this Agreement in any forum other than any federal or state court sitting in the Borough Supreme Court of Manhattan, the State of New York, County of New YorkYork (and appellate courts thereof), 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), (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 13.7, (ivii) irrevocably waives, to the fullest extent that permitted by law, any objection which it may effectively do sonow or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of of, any such Action action in any such court, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (viiii) agrees that no Financing Source a final judgment in any such action shall be subject to conclusive and may be enforced in other jurisdictions by suit on the judgment or in any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Financing or the Commitment Lettermanner provided by laws, (viiiv) agrees that this Agreement may not be enforced against the laws of the State of New York shall govern any Financing Source such action and (v) agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the Commitment Letter or any all of the transactions contemplated hereby provisions of Section 11.10 relating to waiver of jury trial shall apply to any action, cause of action, claim, cross-claim, or thereby or the performance of any services thereunder, whether third party claim referenced in law or in equity, whether in contract or in tort or otherwise this Section 11.13(b). (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and (viiic) agrees that, notwithstanding Notwithstanding anything to the contrary contained in this Agreement, Section 11.05, Section 11.06, Section 11.07 and the provisions of Section 11.10 relating to governing law and waiver of jury trial and this Section 11.13 are for the benefit of and may be enforced by the Financing Sources are express third party beneficiaries ofto the Debt Commitment Letter or the Debt Financing. (d) Notwithstanding anything to the contrary contained in this Agreement, and may enforceSection 11.05, and shall be entitled to rely onSection 11.06, Sections 11.2Section 11.07, 13.5 and 13.8 Section 11.10 and this Section 13.1611.13 (in each case, and together with any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and related defined terms as they affect such provisions and the definitions of “Financing Sources” and “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 provisionSection) shall may not be amended, modified, waived waived, supplemented or terminated terminated, directly or indirectly, in a manner that is adverse in any way adverse respect to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Debt Commitment Letter. For purposes Letter or the Debt Financing without the prior written consent of this Section 13.16, “such Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (Parent, on behalf of itself and their respective Subsidiaries) each of its controlled Affiliates, hereby: (ia) agrees that any Action legal proceeding, whether in law or in equity, whether in contract or tort or otherwise, involving a any Debt Financing Source, Source Related Party arising out of or relating to, to this Agreement, the Committed Financing, the Commitment Letter Debt Financing or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (a “Debt Financing Action”) shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereofthereof and Parent, on behalf of itself and each party hereto of its controlled Affiliates hereto, irrevocably submits for 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 as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Debt Financing or any documentation related to any Permanent Financing (including the Debt Commitment Letter)) that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws Laws of another jurisdiction), (ii) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (yb) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Debt Financing Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party as the case may be, in any way arising out of or relating to, to this Agreement, the Committed Financing, the Commitment Letter 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 sitting in the Borough of Manhattan, New York, New York, (iiic) agrees that service of process upon the Company Parent or its Subsidiaries controlled Affiliates in any such Debt Financing Action or proceeding shall be effective if notice is given in accordance with the procedures set forth in Section 13.712.02, (ivd) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such any Debt Financing Action in any such courtcourt with respect to any Debt Financing Action against any Debt Financing Source Related Party, (ve) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TOintentionally and voluntarily waives, THIS AGREEMENTto the fullest extent permitted by applicable Law, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no trial by jury in any Debt Financing Action brought against the Debt Financing Source shall be subject to Related Parties in any specialway arising out of or relating to, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Debt Financing or any of the Commitment Lettertransactions contemplated hereby or thereby or the performance of any services there under, (viif) agrees that this Agreement may not be enforced against any none of the Debt Financing Source and agrees that no Financing Source Related Parties will have any liability to the Companyparties (in each case, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO other than Purchaser and its Affiliates), and hereby waives any rights Subsidiaries) relating to or claims against any Financing Source, in connection with arising out of this Agreement, the Committed Financing, the Commitment Letter 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 (providedincluding, that, notwithstanding the foregoing, nothing herein shall affect the rights of AGCO in circumstances in which any payment is required to be made by a party hereto pursuant to Section 10.02(b) or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunderSection 10.02(c), and (viiig) agrees that, notwithstanding anything to that the contrary in this Agreement, the Debt Financing Sources Source Related Parties are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, 12.14 and such provisions and the definitions of “Debt Financing Sources”, “Debt Financing Source Related Party” and “Financing Sources Related PartiesDebt Financing” (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 provision) shall not be amended, modified, waived or terminated amended in any way materially adverse to the Debt Financing Sources in any material respect Source Related Parties without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Debt Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (on behalf of itself and their respective its Subsidiaries) , hereby: (ia) agrees that any Action suits, claims, charges, actions, audits, investigations, examinations or inquiries, whether in Law or in equity, whether in Contract or in tort or otherwise, involving a the Financing Source, Sources arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter Debt Financing or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter 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 sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof, thereof and each party hereto irrevocably submits itself and its property with respect to any such Action suits, claims, charges, actions, audits, investigations, examinations or inquiries to the exclusive jurisdiction of such court, and such Action suits, claims, charges, actions, audits, investigations, examinations or inquiries (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law Laws of the State of Delaware)) shall be governed by the laws Laws of the State of New York (without giving effect to any conflicts of law Law principles that would result in the application of the laws Laws of another jurisdiction), (iib) (x) knowinglyagrees not to bring or support any suits, intentionally and voluntarily waives to the fullest extent permitted by applicable claims, charges, actions, audits, investigations, examinations or inquiries of any kind or description, whether in Law any rights or claims in equity, whether in Contract or in tort or otherwise, against any Financing Source Sources in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting in the Borough of Manhattan, New York, New York, (iiic) agrees that service of process upon the Company or its Subsidiaries in any such Action suits, claims, charges, actions, audits, investigations, examinations or inquiries or proceeding shall be effective if notice is given in accordance with Section 13.78.10, (ivd) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action suits, claims, charges, actions, audits, investigations, examinations or inquiries in any such court, (ve) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TOintentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any suits, THIS AGREEMENTclaims, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDERcharges, (vi) agrees that no actions, audits, investigations, examinations or inquiries brought against the Financing Source shall be subject to Sources in any specialway arising out of or relating to, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Debt Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the 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 thereunder (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of AGCO or any of its Subsidiaries Parent against the Financing Sources with respect to the Committed Debt Financing or any of the transactions contemplated thereby or any services thereunder), (f) agrees not to bring or support or permit any of its Affiliates to bring or support any claim or cause of action whether in Law or in equity, whether in Contract or in tort or otherwise, against the Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing or the definitive documents related thereto or any of the transactions contemplated hereby or any services thereunder), thereby and (viiig) agrees that, notwithstanding anything to the contrary in this Agreement, that the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, 8.15 or Section 8.06 and such provisions and the definitions definition of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated amended in any way manner materially adverse to any of the Financing Sources in any material respect without the prior written consent of the Financing Sources party Sources. For the avoidance of doubt, this Section 8.15 shall not in any manner affect the rights of Parent or any of its Affiliates to enforce its rights under any documentation relating to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related PartiesDebt Financing.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (parties hereto on behalf of itself and their respective Subsidiaries) each of its Affiliates hereby: (ia) agrees that any Action Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Financing SourceSources, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Committed Financing, the Commitment Letter 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 sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof, thereof and each party hereto irrevocably submits itself and its property with respect to any such Action Proceeding to the exclusive jurisdiction of such court, and (b) agrees that any such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), (ii) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (yc) agrees not to bring or support or permit any Action of its Affiliates to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting in the Borough of Manhattan, New York, New York, (iiid) notwithstanding anything to the contrary contained in this Agreement, in no event shall the Company, or any of its Subsidiaries, or any of their respective Affiliates be entitled to, or permitted to seek, specific performance in respect of any Financing Source, nor shall there be any right of the Company, or any of its Subsidiaries, or any of their respective Affiliates, to enforce specifically any of Merger Sub’s and its Affiliates’ respective rights under the Debt Commitment Letter or any other agreements relating to the Debt Financing, (e) agrees that service of process upon the Company or its Subsidiaries such party in any such Action or proceeding Proceeding shall be effective if notice is given in accordance with Section 13.711.1, (ivf) irrevocably waivesknowingly, intentionally and voluntarily waives to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action permitted by applicable law trial by jury in any such courtProceeding brought against the Financing Sources in any way arising out of or relating to, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided, that, notwithstanding g) agrees that none of the foregoing, nothing herein shall affect Financing Sources will have any liability to the rights of AGCO Company or any of its Subsidiaries against or any of their respective Affiliates or Representatives relating to or arising out of this Agreement, the Financing Sources with respect to Debt Financing, the Committed Financing Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder), thereunder and (viiih) agrees that, notwithstanding anything to the contrary in this Agreement, that the Financing Sources are express third third-party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, 11.12 (and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, amended or waived or terminated in any way adverse material to the Financing Sources in any material respect without the prior written consent of the Financing Sources party Sources). This Section 11.12 shall not affect, alter or amend in any way the covenants and agreements between Parent and the Company, or the obligations of Parent and the Company provided for in this Agreement. This Section 11.12 shall not limit the rights of the parties to the Financing under the Financing Commitment LetterLetters or other definitive agreement with respect to the Financing. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.[Signature Page Follows]

Financing Sources. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, each of Trimble and the Company (on behalf of itself and their respective Subsidiaries) herebyparties hereto: (i) agrees that any Action involving a Financing Source, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) agrees it will not to bring or support any Action person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any the Debt Financing Source in any way arising out of or relating to, to this Agreement, the Committed Financing, the Commitment Letter Agreement or any of the transactions contemplated hereby by this Agreement, including, but not limited to, any dispute arising out of or thereby relating in any way to the Debt Commitment Letter(s) or the performance of any services thereunder thereof or the financing contemplated thereby, in any forum other than any than, and will be subject to the exclusive jurisdiction of, the federal or and New York state court sitting courts located in the Borough of Manhattan, Manhattan within the City of New York, New York, (iii) agrees that service of process upon the Company or its Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 13.7, (iv) irrevocably waives, York and hereby waive to the fullest extent permitted by law, any objection that it any of them may effectively do sohave to the laying of venue of, the and their defense of an inconvenient forum to the maintenance of of, any such Action legal proceeding in any such court, ; (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (viii) agrees that no that, except as specifically set forth in the Debt Commitment Letter(s), all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against the Debt Financing Source shall be subject to in any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability way relating to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby Letter(s) or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (iii) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any services thereunder, litigation (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 otherwise) directly or indirectly arising out of AGCO or relating in any of its Subsidiaries against the Financing Sources with respect way to the Committed Financing Debt Commitment Letter(s) or any of the transactions performance thereof or the financings contemplated hereby or any services thereunder), and (viii) agrees that, notwithstanding anything to the contrary in this Agreement, the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “Financing Sources Related Parties” (and any other provision of thereby. The parties have caused this Agreement to be duly executed as of the extent an amendmentdate first above written. DYNACAST INTERNATIONAL, supplementINC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Executive Officer The parties have caused this Agreement to be duly executed as of the date first above written. PRECISION SUB, waiver or other modification INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxx Title: Vice President The parties have caused this Agreement to be duly executed as of such provision would modify the substance date first above written. KENNER EQUITY MANAGEMENT, LLC By: /s/ Xxxxxx X Xxxx Name: Xxxxxx X Xxxx Title: KENNER DYNACAST PARTNERS L.P. By: /s/ Xxxxxx X Xxxx Name: Xxxxxx X Xxxx Title: The parties have caused this Agreement to be duly executed as of such provision) shall the date first above written. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx By: /s/ Xxxxxx Ungerhofer Name: Xxxxxx Ungerhofer By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx solely in their capacities as Common Equityholders and not be amended, modified, waived or terminated in any way adverse other capacity The parties have caused this Agreement to the Financing Sources in any material respect without the prior written consent be duly executed as of the Financing Sources party date first above written. MIHI LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President MIHI LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President The parties have caused this Agreement to be duly executed as of the Commitment Letterdate first above written. For purposes IZURIUM DYNACAST LTD., In its capacity as a Seller and as Sellers’ Representative By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director The parties have caused this Agreement to be duly executed as of the date first above written. W CAPITAL DYNACAST LLC By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Managing Member The parties have caused this Section 13.16Agreement to be duly executed as of the date first above written. LAUREL CROWN DYNACAST HOLDINGS LLC By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director The parties have caused this Agreement to be duly executed as of the date first above written. TOWER SQUARE CAPITAL PARTNERS III, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.L.P. By: Babson Capital Management LLC, as Investment Manager By: /s/ Xxxxxxxxxxx X. Xxxx Name: Xxxxxxxxxxx X. Xxxx Title: Managing Director TOWER SQUARE CAPITAL PARTNERS III-A, L.P. By: Babson Capital Management LLC, as Investment Manager By: /s/ Xxxxxxxxxxx X. Xxxx Name: Xxxxxxxxxxx X. Xxxx Title: Managing Director TOWER SQUARE CAPITAL PARTNERS III-B, L.P. By: Babson Capital Management LLC, as Investment Manager By: /s/ Xxxxxxxxxxx X. Xxxx Name: Xxxxxxxxxxx X. Xxxx Title: Managing Director PARTNERS GROUP PRECISION INVESTMENT LIMITED By: /s/ Xxxxx XxXxxxxxx /s/ Xxxx Xxxx Name: Xxxxx XxXxxxxxx Xxxx Xxxx Title: Authorised Signatory Director

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (on behalf of itself itself, its Subsidiaries and their respective Subsidiaries) each of its Affiliates hereby: (ia) agrees that any Action proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Debt Financing SourceRelated Parties, arising out of or relating to, this Agreement, the Committed Financing, the Debt Commitment Letter or any of the agreements entered into in connection with the Committed Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof, thereof and each party hereto irrevocably submits itself and its property with respect to any such Action proceeding to the exclusive jurisdiction of such court, and (b) agrees that any such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), (ii) (x) knowingly, intentionally and voluntarily waives to except as otherwise provided in the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Debt Commitment Letter or any of other applicable definitive document relating to the transactions contemplated hereby or thereby or the performance of any services thereunder and Debt Commitment Letter, (yc) agrees not to bring or support or permit any Action of its controlled Affiliates to bring or support any proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter 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 sitting in the Borough of Manhattan, New York, New York, (iiid) agrees that service of process upon the Company Company, its Subsidiaries or its Subsidiaries Affiliates in any such Action or proceeding shall be effective if notice is given by registered or certified mail in accordance with Section 13.710.6, (ive) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action proceeding in any such court, (vf) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TOintentionally 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 COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or any of the Commitment Lettertransactions contemplated hereby or thereby or the performance of any services thereunder, (viig) agrees that this Agreement may not be enforced against any none of the Debt Financing Source and agrees that no Financing Source Related Parties will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives the Company Related Parties (excluding, for the avoidance of doubt, AGCO in each case, other than (x) the Parent and its Affiliates), and hereby waives any rights or claims against any Financing Source, permitted assigns in connection with the commitment letters governing the Debt Financing or the definitive agreements governing the Debt Financing and (y) the Parent and its subsidiaries following the Closing) relating to or arising out of this Agreement, the Committed Financing, the Commitment Letter 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 (providedexcept, thatafter giving effect to the Closing Date, notwithstanding to the foregoing, nothing herein shall affect the rights of AGCO or any of Company and its Subsidiaries against party to the Financing Sources definitive agreements entered into with respect to the Committed Debt Financing or any of in accordance with the transactions contemplated hereby or any services thereunder), terms thereof) and (viiih) agrees that, notwithstanding anything to that the contrary in this Agreement, the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in of Section 9.3(c) and this Section 13.1610.23, and that such provisions of Section 9.3(c) and this Section 10.23 and the definitions of “Debt Financing Sources” and “Debt Financing Sources Related Parties” (and any other provision provisions of this Agreement to the extent an amendment, supplement, waiver or other a modification of such provision thereof would modify directly affect the substance of such provisionany of the foregoing) shall not be amended, modified, waived or terminated amended in any way adverse to the Debt Financing Sources in any material respect Related Parties without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter. For purposes This Section 10.23 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary. Notwithstanding the foregoing, nothing in this Section 13.16, “10.23 shall in any way limit or modify (i) the rights and obligations of the Parent and its Affiliates under this Agreement or (ii) any Debt Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties’ obligations to, and the corresponding rights in connection therewith of, the Parent or any of their Affiliates (following the Closing Date, including the Company and its Subsidiaries) under the commitment letters governing the Debt Financing (including the Debt Commitment Letter) or the definitive agreements governing the Debt Financing.

Financing Sources. (1) The Corporations and the Vendors each acknowledge and agree that it has no right of recovery against, and no personal liability shall attach to, in each case with respect to damages of the Corporations and their Affiliates, any of the entities which may provide debt financing for the Transaction (the “Financing Sources”), whether by or through a claim by or on behalf of any entity or person or any Financing Sources, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Applicable Law, or otherwise. (2) Notwithstanding anything in this Agreement to the contrary, each of Trimble the Vendors, the Corporations and the Company (on behalf of itself and their respective Subsidiaries) Purchaser hereby: (ia) agrees that any Action claim, action, suit, legal proceeding, investigation or arbitration, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Financing SourceSources, arising out of or relating to, to this Agreement, the Committed Debt Financing, the Commitment Letter or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (each, a “Claim”) shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof, thereof and each party hereto of the Corporations and the Purchaser irrevocably submits itself and its property with respect to any such Action Claim to the exclusive jurisdiction of such court, and such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (yb) agrees not to bring or support support, or permit any Action of its Affiliates to bring or support, any Claim, including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any the Financing Source Sources in any way arising out of or relating to, to this Agreement, the Committed Financing, the Commitment Letter 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 sitting in the Borough of Manhattan, New York, New YorkYork or any appellate court thereof, (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 13.7, (ivc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Claim in any such court, (vd) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no intentionally and voluntarily waives to the fullest extent permitted by Applicable Law trial by jury in any Claim brought against the Financing Source shall be subject Sources in any way arising out of or relating to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Debt Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity(e) agrees that none of the Financing Sources will have any liability to any Corporation, whether in contract or in tort or otherwise (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of AGCO any Purchaser or any of its Subsidiaries against their respective Affiliates relating to or arising out of this Agreement, the Financing Sources with respect to the Committed Debt Financing or any of the transactions contemplated hereby or any services thereby or the performance thereunder), and (viiif) agrees that, notwithstanding anything to the contrary in this Agreement, that the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements set forth in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties9.3.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (Parent on behalf of itself itself, its Subsidiaries and their respective Subsidiaries) each of its controlled Affiliates hereby: (ia) agrees that any Action proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Financing SourceParties or Replacement Financing Lenders, arising out of or relating to, this Agreement, the Committed Debt Financing, the Commitment Letter Replacement Financing or any of the agreements (including the Commitment Letter and any Replacement Financing Document) entered into in connection with the Committed Debt Financing, the Commitment Letter Replacement 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 sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof, thereof and each party hereto irrevocably submits itself and its property with respect to any such Action proceeding to the exclusive jurisdiction of such court, and (b) agrees that any such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), (ii) (x) knowinglyexcept as otherwise provided in the Commitment Letter, intentionally and voluntarily waives any Replacement Financing Document or other applicable definitive document relating to the fullest extent permitted by applicable Law any rights Debt Financing or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Replacement Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and as applicable, (yc) agrees not to bring or support or permit any Action of its Affiliates to bring or support any proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source Party in any way arising out of or relating to, this Agreement, the Committed Debt Financing, Replacement Financing, the Commitment Letter Letter, the Replacement Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting in the Borough of Manhattan, New York, New York, (iiid) agrees that service of process upon the Company Parent or its Subsidiaries controlled Affiliates in any such Action or proceeding shall be effective if notice is given in accordance with Section 13.711.7, (ive) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action proceeding in any such court, (vf) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TOintentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any proceeding brought against the Financing Parties and Replacement Financing Lenders in any way arising out of or relating to, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or Debt Financing, Replacement Financing, the Commitment Letter, the Replacement Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (viig) agrees that this Agreement may not be enforced against any none of the Financing Source and agrees that no Parties or Replacement Financing Source Lenders will have any liability to the Company, Parent or any of its Subsidiaries or any of their respective Representatives Affiliates or representatives (excludingin each case, for the avoidance of doubt, AGCO other than Purchaser and its Affiliates), and hereby waives any rights ) relating to or claims against any Financing Source, in connection with arising out of this Agreement, the Committed Debt Financing, Replacement Financing, the Commitment Letter Letter, Replacement 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 and (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of AGCO or any of its Subsidiaries against h) agrees that the Financing Sources with respect to the Committed Parties and Replacement Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) agrees that, notwithstanding anything to the contrary in this Agreement, the Financing Sources Lenders are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in of this Section 13.1611.13 and Section 9.3(d) and Section 11.9, and that such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated amended in any way (i) adverse to the Financing Sources in any material respect Parties without the prior written consent of the Financing Sources party Parties and (ii) adverse to the Commitment Letter. For purposes Replacement Financing Parties without the prior written consent of this Section 13.16, “the Replacement Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble the Parties and the Company (on behalf each of itself and their respective Subsidiaries) Affiliates hereby: (i) agrees that any Action involving a Financing Sourceall actions (whether in law or in equity and whether in tort, arising contract or otherwise) that may be based upon, arise out of or relating to, relate to this Agreement, the Committed Financing, the Commitment Letter Agreement or any of the agreements entered into transactions contemplated hereby involving the Financing Source Related Parties shall be subject to the exclusive jurisdiction of any federal or state court in connection 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 Committed Financingexclusive jurisdiction of such court, and such Action shall be governed by the Commitment Letter 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 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 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 sitting 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 as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder Related Party in any forum other than any federal or state court sitting 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 13.7, (iv) irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, the defense of an inconvenient forum to the maintenance of such Action action in any such court, (viv) KNOWINGLYirrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury in any action brought against the Financing Sources directly or indirectly arising out of, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no Financing Source shall be subject to any special, consequential, punitive under or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (vi) agrees that none of the Financing Source Related Parties will have any liability to the Seller, each of the Group Company or any of its respective Subsidiaries or | any of their respective controlled Affiliates or Representatives (in each case, other than Purchaser and its Subsidiaries) relating to or arising out of this Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (whether in law or in equity, equity and whether in tort, contract or in tort or otherwise otherwise) (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of AGCO or any of its Subsidiaries the Group Company against the Financing Sources Source Related Parties with respect to the Committed Financing or any of the transactions contemplated hereby thereby or any services thereunder), thereunder following the Closing) and (viiivi) agrees that, notwithstanding anything to the contrary in this Agreement, that the Financing Sources Source Related Parties are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter9.16. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.|

Financing Sources. Notwithstanding anything in this Agreement to the contrary, Seller and any of its Affiliates or Representatives, and each of Trimble and the Company (on behalf of itself and their respective Subsidiaries) hereby: successors or permitted assigns, (i) agrees hereby agree that none of the Debt Financing Sources shall have any Action involving a Financing Source, arising out liability or obligation to Seller and any of its Affiliates or Representatives relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law waive any rights or claims against any each of the Financing Source in any way Sources relating to or arising out of or relating to, this Agreement, the Committed Debt Financing, the Debt Commitment Letter or any of and the transactions contemplated hereby and thereby, whether at law or thereby in equity and whether in tort, contract or the performance of any services thereunder and otherwise, (yii) agrees hereby agree not to bring or support any Action of any kind suit, action or description, whether in law or in equity, whether in contract or in tort or otherwise, proceeding against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting 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 13.7, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing Debt Financing, the Debt Commitment Letter and the transactions contemplated hereby and thereby, whether at law or the Commitment Letterin equity and whether in tort, contract or otherwise and (viiiii) agrees that this Agreement may not be enforced hereby agree to cause any suit, action or proceeding asserted against any Financing Source by or on behalf of the Seller and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries Affiliates or any Representatives, and each of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights successors or claims against any Financing Source, permitted assigns in connection with this Agreement, the Committed Debt Financing, the Debt Commitment Letter or any of and the transactions contemplated hereby or and thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort to be dismissed or otherwise (provided, that, notwithstanding the foregoing, nothing herein terminated. Nothing in this Section 13.20 shall affect limit the rights of AGCO Purchaser in respect of the Debt Financing under any Commitment Letter, related Fee Letters or any definitive documentation in respect of the foregoing. In furtherance and not in limitation of the foregoing waivers and agreements, it is acknowledged and agreed that no Financing Source shall have any liability for any claims or damages to Seller and any of its Subsidiaries against Affiliates or Representatives, and each of their successors or permitted assigns in connection with this Agreement, the Financing Sources with respect to Debt Financing, the Committed Financing or any of Debt Commitment Letter and the transactions contemplated hereby or any services thereunder), and (viii) agrees that, notwithstanding anything to thereby. Without limiting the contrary in this Agreementforegoing, the Financing Sources shall be beneficiaries of all limitations on remedies and damages in this Agreement that apply to Purchaser hereto and are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.13.20. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble Seller and the Company (US Seller, on behalf of itself themselves and each of the Group Companies and their respective Subsidiaries) hereby: Affiliates, hereby waive any claims against the Debt Financing Sources (i) agrees including other Persons that any Action involving a Financing Source, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the agreements have entered into agreements with the Debt Financing Sources in connection with the Committed Debt Financing) and any of their respective assignees, participants, former, current or future directors, officers, employees, agents, investors, general or limited partners, managers, management companies, members, stockholders or equity holders (collectively with the Debt Financing Sources, the Commitment Letter “Debt Financing Source Related Parties”), and hereby agree that in no event shall the Debt Financing Source Related Parties (or any of the transactions contemplated hereby them) have any liability or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 obligation (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) agrees not to bring or support any Action of any kind or description, whether in law or in equity) to Seller, whether in contract US Seller, any of the Group Companies or in tort their respective Affiliates relating to or otherwise, against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby hereby; provided that, notwithstanding the foregoing, nothing in this Section 12.23 shall in any way limit or thereby modify the rights and obligations of Purchaser, US Purchaser or the performance of any services thereunder in any forum other than any federal or state court sitting in Debt Financing Sources under 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 13.7, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE Debt Commitment Letters. WITHOUT IN ANY WAY ARISING OUT LIMITING ANY WAIVER OF LIABILITY AGAINST THE DEBT FINANCING SOURCES OR ANY OTHER PROVISION RELATING TO, TO THE DEBT FINANCING SOURCES AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NO PARTY TO THIS AGREEMENT NOR ANY OF ITS AFFILIATES WILL BRING, OR SUPPORT THE COMMITTED BRINGING OF, ANY CLAIM, WHETHER AT LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE DEBT FINANCING SOURCES IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY ANYWHERE OTHER THAN ANY FEDERAL, STATE OR THEREBY OR COUNTY COURT LOCATED WITHIN THE PERFORMANCE BOROUGH OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) agrees that, notwithstanding anything to the contrary in this Agreement, the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related PartiesMANHATTAN IN THE STATE OF NEW YORK.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (Parties on behalf of itself and their respective Subsidiaries) each of its Affiliates hereby: (ia) agrees that any Action legal action (whether in Law or in equity, whether in Contract or in tort or otherwise), involving a the Financing SourceSources, arising out of or relating to, to this Agreement, the Committed Capital Financing, the Financing Commitment Letter or any of the agreements entered into in connection with the Committed FinancingLetters, the Commitment Letter Debt Financing Fee Letter, the Capital Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal or state court of the United States of America, in each case, sitting in the Borough of Manhattan, Manhattan in New York, New York, so long as such forum is and remains available, York County and any appellate court thereofthereof (each such court, the “Subject Courts”) and each party hereto Party irrevocably submits itself and its property with respect to any such Action legal action to the exclusive jurisdiction of such courtSubject Courts and agrees that any such dispute shall be governed by, and such Action (construed in accordance with, the Laws of the State of New York, except as otherwise expressly provided set forth in any agreement relating the Financing Commitment Letters, with respect to the Committed Financing or any Permanent Financing and except to the extent relating to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any provisions “specified acquisition agreement representation” (as such term or similar term is defined in this Agreement (including the Financing Commitment Letters) and whether as a result of any provision in any documentation related to the Committed Financing inaccuracy thereof Parent or any documentation related of its Affiliates has the right to any Permanent Financing that expressly specifies that terminate its or their obligations hereunder pursuant to Section 10.1(c)(ii) or decline to consummate the interpretation Closing as a result thereof pursuant to Section 9.2(b), (c) or (d) and (iii) the determination of such provisions whether the Closing has been consummated in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the law of the State of Delaware)) shall be governed by the laws of the State of New York (Delaware Law, without giving effect to any conflicts choice or conflict of law principles Law provision or rule that would result in cause the application of the laws Laws of another any other jurisdiction, (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), (ii) (x) knowingly, intentionally and voluntarily waives to against the fullest extent permitted by applicable Law any rights or claims against any Financing Source Sources in any way arising out of or relating to, to this Agreement, the Committed Capital Financing, the Financing Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this AgreementLetters, the Committed Financing, the Commitment Letter Capital Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting in the Borough of Manhattan, New York, New YorkSubject Court, (iii) agrees that service of process upon the Company or its Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 13.7, (ivc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action legal action in any such courtSubject Court, (vd) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought against the Financing Source shall be subject Sources in any way arising out of or relating to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Capital Financing, the Financing Commitment Letter Letters, the Capital Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights e) agrees that none of AGCO or any of its Subsidiaries against the Financing Sources with respect will have any liability to the Committed Company, the Company’s Subsidiaries or their respective Affiliates relating to or arising out of this Agreement, the Capital Financing, the Financing Commitment Letters, the Capital Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company, the Company’s Subsidiaries or any of their respective Affiliates 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 Financing Sources relating to or in any way arising out of this Agreement, the Capital Financing, the Financing Commitment Letters, the Capital 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 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 (viiig) agrees that, notwithstanding anything to the contrary in this Agreement, that (i) the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in Section 10.3(g), this Section 13.16, 11.11 and such provisions and Section 11.14 (or the definitions of “Financing Sources” any terms used in such sections) and “Financing Sources Related Parties” (and any other provision of this Agreement ii) to the extent an amendmentany amendments to any provision of Section 10.3(g), supplementthis Section 11.11 and Section 11.14 (or, waiver or other modification solely as they relate to such sections, the definitions of any terms used in such provision would modify the substance of such provisionsections) shall not be amended, modified, waived or terminated in any way are materially adverse to the Financing Sources in any material respect Sources, such provisions shall not be amended without the prior written consent of the Financing Sources party to the Financing Commitment LetterLetters. For purposes of Notwithstanding anything contained herein to the contrary, nothing in this Section 13.1611.11 shall in any way affect any Party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Financing Source is a party, “including the Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related PartiesCommitment Letters.

Financing Sources. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, each of Trimble and the Company (on behalf of itself and their respective Subsidiaries) herebyParties: (ia) agrees that any Action involving a Financing Source, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) agrees it will not to bring or support any Action Person in any Claim of any kind or description, whether in at law or in equity, whether in contract or in tort or otherwise, against any of the Financing Source Sources in any way relating to this Agreement or any of the Transactions, including, but not limited to, any dispute arising out of or relating to, this Agreement, in any way to the Committed Financing, the Debt Financing Commitment Letter or any of the transactions contemplated hereby or thereby Letters or the performance of any services thereunder thereof or the financings contemplated thereby, in any forum other than any federal or state court sitting in the Borough Supreme Court of Manhattan, the State of New York, County of New York, or, if, under applicable law, exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York sitting in New York County (iiiand appellate courts thereof); (b) agrees that service that, except as specifically set forth in the Debt Financing Commitment Letters, all claims or causes 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 13.7, action (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 ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Sourcewhether at law, in connection with this Agreementequity, the Committed Financingin contract, the Commitment Letter in tort or otherwise) against any of the transactions contemplated hereby or thereby Financing Sources in any way relating to the Debt Financing Commitment Letters or the performance thereof or the financings contemplated thereby, shall be exclusively governed by the State of New York, without giving effect to principles or rules of conflicts of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (c) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any services thereunder, litigation (whether in at law or in equity, whether in contract or in tort or otherwise (providedotherwise) directly or indirectly arising out of or relating in any way to the Debt Financing Commitment Letters or the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, that, notwithstanding the foregoing, nothing herein shall affect subject to the rights of AGCO the parties to any Debt Financing Commitment Letters, (i) the Parties hereby acknowledge and agree that no Party or any of its Subsidiaries or their respective Affiliates, directors, officers, employees, agents, partners, managers, members or equityholders or any successors or assigns of any of the foregoing (x) shall have any rights or claims against the any Financing Sources with respect or their Affiliates or Representatives in any way relating to this Agreement, the Committed Debt Financing, the Debt Financing Commitment Letters or any of the transactions contemplated hereby Transactions, or in respect of any other document or any services thereunder)of the Transactions, or in respect of any oral or written 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 Commitment Letters or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise and (y) agrees not to commence any Claim against any Financing Sources or their Affiliates or Representatives in connection with this Agreement, the Debt Financing, the Debt Financing Commitment Letters or any of the Transactions, or in respect of any oral or written 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 Commitment Letters or the performance thereof or the financings contemplated thereby, and (viiiii) agrees thatno Financing Source shall have any Liability (whether in contract, notwithstanding in tort or otherwise) to any Party and its or their respective Affiliates, directors, officers, employees, agents, partners, managers, members, representatives or equityholders or any successors or assigns of any of the foregoing for any Liabilities of any Party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the Transactions or in respect of any oral or written 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 Commitment Letters or the performance thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Financing Sources are express intended third party beneficiaries of, and may enforce, and shall be entitled to rely onthe protections of, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions provision. Notwithstanding anything in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “Financing Sources Related Parties” (and any other provision of this Agreement to the extent an amendmentcontrary, supplementin no event shall Seller or any of its Affiliates or Representatives (or any other Person) be entitled to, waiver or permitted to seek, specific performance in respect of any Financing Source or Buyers’ or their Affiliates’ respective rights under the Debt Financing Commitment Letters or any other modification of such provision would modify the substance of such provision) shall not be amended, modified, waived or terminated in agreements with any way adverse Financing Source relating to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related PartiesDebt Financing.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (Seller on behalf of itself itself, its Subsidiaries and their respective Subsidiaries) each of its controlled Affiliates hereby: (ia) agrees that, notwithstanding anything to the contrary contained herein, none of Seller, its Subsidiaries or any of their controlled Affiliates shall have any rights or claims against any Financing Party in their capacity as such (and none of the Financing Parties in their capacities as such shall be liable to the Seller, its Subsidiaries or any of its controlled Affiliates for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings)) in each case in connection with this Agreement, the Debt Financing or 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 (by its acceptance of the benefits hereof, each Financing Party agrees that) no Financing Party shall have any rights or claims against any such Person in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following consummation of the transactions contemplated hereby, the foregoing will not limit the rights of the parties to the Debt Financing under any commitment letter related thereto; (b) agrees that any Action Action, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Financing SourceParties in their capacities as such, arising out of or relating to, this Agreement, including but not limited to any dispute arising out of or relating in any way to the Committed Financing, the Commitment Letter Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Committed Financing, the Commitment Letter 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 sitting in the Borough of ManhattanXxxxxxxxx, New YorkXxx Xxxx, New York, so long as such forum is and remains availableXxx Xxxx, and any appellate court thereof, thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, and ; (c) agrees that any such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), (ii) (x) knowingly, intentionally and voluntarily waives to except as otherwise provided in the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Debt Commitment Letter or any of other applicable definitive document relating to the transactions contemplated hereby or thereby or the performance of any services thereunder and Debt Financing; (yd) 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 Financing Source Party in their capacity as such in any way arising out of or relating to, this Agreement, the Committed Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting in the Borough of Manhattan, New York, New York, ; (iiie) agrees that service of process upon the Company process, summons, notice or document by registered mail addressed to Seller, its Subsidiaries or its Subsidiaries controlled Affiliates in any such Action or proceeding shall be effective if notice is given in accordance with Section 13.7, ‎Section 10.7; (ivf) 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 ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vig) agrees that no Financing Source a final judgment in any such Action shall be subject conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (h) knowingly, intentionally and voluntarily waives, to the fullest extent permitted by applicable law, all rights of trial by jury in any specialAction (whether based upon contract, consequentialtort or otherwise) brought against the Financing Parties in any way arising out of or relating to, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise ; (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of AGCO or any of its Subsidiaries against i) agrees that the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) agrees that, notwithstanding anything to the contrary in this Agreement, the Financing Sources Parties are express third party beneficiaries ofof the provisions of Section 10.16, that this Section 10.16 shall expressly inure to the benefit of the Financing Parties, and may enforce, and that the Financing Parties shall be entitled to rely on, Sections 11.2, 13.5 on and 13.8 and this Section 13.16, and enforce any of the provisions in of this Agreement reflecting ‎Section 10.16; and (j) agrees that the foregoing agreements in provisions of this Section 13.16, and such provisions and the definitions of “Financing Sources” and “Financing Sources Related Parties” ‎10.16 (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 provisionthis Section 10.16) and the definitions of “Financing Sources”and “Financing Parties” shall not be amended, modified, waived or terminated amended in any way adverse to the Financing Sources in any material respect Parties without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.

Financing Sources. Notwithstanding anything in this Agreement to the contrarycontrary herein, each of Trimble Omega and the Company (Direct Sellers on behalf of itself and their respective Subsidiaries) each of its Affiliates hereby: (ia) agrees that any Action legal action (whether in Law or in equity, whether in Contract or in tort or otherwise), involving a any Financing SourceSource Related Party, arising out of or relating to, to this Agreement, the Committed Financing, the Commitment Letter or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter Financing (other than equity financing) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any the courts of the State of New York and the federal or state court sitting in courts of the Borough Southern District of Manhattan, New York, in each case located in New York, so long as such forum is and remains availableYork County, and any appellate court thereoffrom any thereof (each such court, the “Subject Courts”), and each party hereto of Omega and the Direct Sellers irrevocably submits itself and its property with respect to any such Action legal action to the exclusive jurisdiction of such courtSubject Courts and agrees that any such dispute shall be governed by, and such Action (construed in accordance with, the Laws of the State of New York, except as otherwise expressly provided set forth in any agreement relating commitment letter in respect of such Financing (other than equity financing) with respect to (i) the Committed Financing determination of the accuracy of any “specified representation” (as such term or similar term is defined in such commitment letter) and whether as a result of any inaccuracy thereof the Buyer Parties or any Permanent Financing of their respective Affiliates has the right to terminate their respective obligations hereunder pursuant to Article VII or decline to consummate the US/NL Closing or the JV Holdco Closing as a result thereof pursuant to Section 6.2(a) or Section 6.4(a) (as applicable) and except to (ii) the extent relating to determination of whether the interpretation of any provisions US/NL Closing or the JV Holdco Closing (as applicable) has been consummated in this Agreement (including any provision all material respects in any documentation related to accordance with the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions terms hereof, which shall in each case be governed by and construed in accordance with the law Laws of the State of Delaware)) shall be governed by the laws of the State of New York (, without giving effect to any conflicts choice or conflict of law principles Law provision or rule that would result in cause the application of the laws Laws of another any other jurisdiction, (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), (ii) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source Related Party in any way arising out of or relating to, to this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter (other than equity 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 sitting in the Borough of Manhattan, New York, New YorkSubject Court, (iii) agrees that service of process upon the Company or its Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 13.7, (ivc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action legal action in any such courtSubject Court, (vd) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no Financing Source shall be subject intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced legal action brought against any Financing Source and agrees that no Financing Source will have Related Party in any liability way arising out of or relating to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the Commitment Letter any Financing (other than equity 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 AGCO or e) agrees that no Financing Source Related Party will have any liability to any of its Subsidiaries against Omega or the Direct Sellers or their respective shareholders or Affiliates relating to or arising out of this Agreement, any Financing Sources with respect to the Committed Financing (other than equity financing) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of Omega or the Direct Sellers or any of their respective Affiliates or shareholders shall bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in Law or in equity, whether in Contract or in tort or otherwise), against any Financing Source Related Party relating to or in any way arising out of this Agreement, any Financing (other than equity financing) or any of the transactions contemplated hereby or thereby or the performance of any services thereunder), (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Financing Source Related Party or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (viiig) agrees that, notwithstanding anything to the contrary in this Agreement, the (i) that any Financing Sources Source Related Parties are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting Section 8.16 (or the foregoing agreements definitions of any terms used in this Section 13.168.16) and (ii) to the extent any amendments to any provision of this Section 8.16 (or, and solely as they relate to such provisions and Section, the definitions of “any terms used in this Section 8.16) are materially adverse to any Financing Sources” and “Financing Sources Source Related Parties” (and any other provision of this Agreement to the extent an amendmentParty, supplement, waiver or other modification of such provision would modify the substance of such provision) provisions shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect amended without the prior written consent of the each applicable Financing Sources party Source. Notwithstanding anything contained herein to the Commitment Letter. For purposes of contrary, nothing in this Section 13.16, “8.16 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement to which a Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related PartiesSource is a party.

Financing Sources. Notwithstanding anything in this Agreement herein to the contrary, each of Trimble and the Company (Parties, on behalf of itself and their respective Subsidiaries) hereby: each of its Affiliates, hereby (i) agrees that it will not bring or support any Action action, cause of action, claim, cross-claim or third-party claim or any proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Financing SourceSources, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter Financing or any of the agreements (including the Commitment Letter and any other Financing Document) entered into in connection with the Committed Financing, the Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of in any federal or state court sitting forum other than exclusively in the Borough Supreme Court of Manhattan, the State of New York, County of New York, so long as such forum or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and remains available, appellate courts thereof) and any appellate court thereof, and each party hereto irrevocably submits itself and its property with respect to any such Action proceeding to the exclusive jurisdiction of such courtcourts, and (ii) agrees that any such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (iistate) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting in the Borough of Manhattan, New York, New Yorkspecified therein, (iii) agrees that service of process upon the Company or its Subsidiaries such Person in any such Action or proceeding shall be effective if notice is given in accordance with Section 13.712.01, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action proceeding in any such court, (v) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TOintentionally and voluntarily waives, THIS AGREEMENTto the fullest extent permitted by applicable Law, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDERtrial by jury in any proceeding brought against the Financing Sources in any way arising out of or relating to, this Agreement, the Financing, the Commitment Letter, any Financing Document or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (vi) agrees that no Financing Source notwithstanding anything to the contrary contained in the other provisions of this Section 12.16 (each of which shall be subject to any specialthis clause (vi)), consequentialnone of the Seller, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries their respective Affiliates or any of their or their respective Affiliates’ respective stockholders, partners, members, officers, directors, employees, controlling persons, agents and Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives shall have any rights or claims against any the Financing Source, in connection with Sources relating to or arising out of this Agreement, the Committed Financing, the Commitment Letter Letter, any Financing Document or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in at law or in equity, whether in contract or contract, in tort or otherwise (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder)otherwise, and (viiivii) agrees that, notwithstanding anything to the contrary in this Agreement, that the Financing Sources are express third third-party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement herein reflecting the foregoing agreements in this Section 13.16, 12.16 (and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated amended in any way respect that is adverse to the any Financing Sources in any material respect Source without the prior written consent of the such Financing Sources party to the Commitment LetterSource). For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties[Signatures on next page(s).]

Financing Sources. Notwithstanding anything in this Agreement Subject to the contraryCompany’s right to specific performance to the extent set forth in Section 11.10, each the Company’s right to receive payment of Trimble the Parent Termination Fee and such other amounts pursuant to Section 7.09(d) and Section 9.03(g) from Parent, the guarantee thereof pursuant to the Limited Guarantee (including in respect of any breach by Sponsor, Parent or Sub) and the Company (Company’s rights under the Equity Commitment Letter and the Confidentiality Agreement, the Company, on behalf of itself and their respective Subsidiarieseach of its Representatives, stockholders, holders of any Company Equity Award and Affiliates (collectively, the “Seller Group” and each, a “Seller Group Member”) hereby: hereby waives and agrees not to assert against (i) agrees that the Non-Recourse Parent Parties, (ii) any Action involving a Financing Source, or (iii) any of the respective former, current, or future Affiliates or Representatives of the Financing Sources (collectively, the “Parent Group” and each a “Parent Group Member”), any right or claim for any and all losses, claims or liabilities suffered by any Seller Group Member as a result of any breach of this Agreement by Parent or Sub or any breach of the other agreements contemplated hereby, including the Debt Commitment Letter, Limited Guarantee or the Equity Commitment Letter by any Person in the Parent Group party thereto, the failure of the Offer to be completed or the Merger to be consummated or in any other respect with respect to this Agreement or any other agreement contemplated hereby, and, subject to Section 11.11(f), upon payment of the Parent Termination Fee, none of the Parent Group Members shall have any further liability or obligation relating to or arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the other agreements entered into in connection with the Committed Financing, the Commitment Letter contemplated hereby or any of the transactions contemplated hereby or thereby under any theory or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 courtclaim, and such Action (except as otherwise expressly provided whether sounding in law or equity. Without modifying or qualifying in any agreement relating way the preceding sentence or implying any intent contrary thereto, for the avoidance of doubt, in no event shall any Seller Group Member be entitled to the Committed Financing seek or obtain any Permanent Financing and except to the extent relating to the interpretation other damages of any provisions in this Agreement kind against any such Parent Group Member (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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 jurisdictionFinancing Sources), (ii) (x) knowinglyincluding consequential, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights special, indirect or claims against any Financing Source in any way arising out of punitive damages for, or relating with respect to, this Agreement or the Limited Guarantee or the transactions contemplated hereby and thereby (including, any breach by Parent or Sub), the termination of this Agreement, the Committed Financingfailure to consummate the transactions contemplated by this Agreement or any claims or actions under applicable Law arising out of any such breach, termination or failure. Immediately following receipt by the Company of the Parent Termination Fee, the Commitment Letter Company shall cause all Seller Group Members to dismiss with prejudice any judicial or arbitral proceeding initiated by any of them with respect to this Agreement or the Limited Guarantee or the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting 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 13.7, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for Parent Group Member. For the avoidance of doubt, AGCO and its Affiliatesin no event shall any Parent Group Member be subject to, nor shall any Seller Group Member, seek to recover, nor shall they accept, monetary damages in excess of the Parent Termination Fee (it being understood that this limitation shall apply in the aggregate to the entire Seller Group), except as set forth in Section 7.09(d) and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunderSection 9.03(g), and (viii) agrees that, notwithstanding anything to the contrary in this Agreement, the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.

Financing Sources. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, each of Trimble and the Company Seller Party (on behalf of itself and the Target Companies and each of their respective Subsidiariesstockholders, partners, members, Affiliates, directors, officers, employees, controlling persons and agents (collectively, the “Seller Related Parties”)) herebyacknowledges and irrevocably agrees: (ia) agrees that any Action Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving a any Financing Source, Source arising out of of, or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the agreements entered into in connection with the Committed FinancingLetter, the Commitment Letter Definitive Financing Agreements or the performance of services thereunder or related thereto, or any of the transactions contemplated hereby hereunder or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, Manhattan in the City of New York, New York, so long as such forum is and remains available, and any appellate court thereof, and that each party hereto irrevocably Seller Party submits for itself and its property the other Seller Related Parties with respect to any such Action Proceeding to the exclusive jurisdiction of such courts; (b) not to bring or authorize any of their respective Affiliates to bring any such Proceeding in any other court; (c) that service of process, and such Action (except as otherwise expressly summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 11.2 shall be effective service of process against them for any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision such Proceeding brought in any documentation related such court; (d) to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by waive 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)hereby waive, (ii) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law Law, any objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such Proceeding in any such court; (e) to waive, and hereby waive, any right to trial by jury in respect of any such Proceeding to the same extent such rights are waived pursuant to Section 11.6; (f) that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or claims against in any other manner provided by applicable Law; (g) that any such Proceeding shall be governed by, and construed in accordance with the Laws of the State of New York that apply to agreements made and performed entirely within the State of New York, without regard to the conflicts of law provisions thereof or of any other jurisdiction; (h) and no Financing Source in will have any way Liability to any Seller Related Party, relating to or arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) agrees not to bring or support any Action of any kind or descriptionotherwise, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way arising out and none of or relating to, this Agreement, the Committed Financing, the Commitment Letter Seller 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 sitting 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 13.7, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source Affiliates will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the Commitment Letter Source hereunder 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), ; and (viiii) agrees that, notwithstanding anything to the contrary in this Agreement, that the Financing Sources are express third party beneficiaries of, of and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and enforce any of the provisions Liability cap or any limitation on Losses or remedies in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related PartiesAgreement.

Financing Sources. Notwithstanding anything to the contrary contained in this Agreement Agreement, except as provided in Section 7.15 hereof and the assertion by Buyer of express rights set forth in the (x) Debt Commitment Letters or (y) any commitment letter relating to the contraryBuyer Financing (if any), each of Trimble and the Company (on behalf of itself and their respective Subsidiaries) hereby: (i) agrees that neither any Action involving a Financing Source, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or Party nor any of the agreements entered into in connection with the Committed Financingits Affiliates, the Commitment Letter equityholders, members, officers, directors, employees and representatives, nor any Person claiming by, through 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 sitting 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 under any such Action to the exclusive jurisdiction of such courtPerson, and such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law have any rights or claims against any Financing Source or Buyer Financing Source in any way arising out of or relating to, to this Agreement, the Committed Financing, the Commitment Letter Agreement or any of the transactions contemplated hereby by this Agreement or thereby by the other Transaction Documents or the performance in respect of any services thereunder and (y) agrees not oral representations made or alleged to bring have been made in connection herewith or support therewith, including any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way dispute arising out of or relating to, this Agreement, in any way to (x) the Committed Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby Letters or the performance of thereof or the financings contemplated thereby or (y) any services thereunder Buyer Financing, in any forum other than any federal each case, whether at law or state court sitting equity, in the Borough of Manhattancontract, New York, New York, in tort or otherwise and (iiiii) 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 13.7, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no Financing Source or Buyer Financing Source shall be subject have any Liability (whether in contract, in tort or otherwise) to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries Party hereto or any of their respective Representatives (excludingAffiliates, equityholders, members, officers, directors, employees and representatives, or any Person claiming by, through or under any such Person for the avoidance any Liabilities of doubt, AGCO and its Affiliates), and hereby waives any rights party hereto under this Agreement or claims against for any Financing Sourceclaim based on, in connection with this Agreementrespect of, the Committed Financingor by reason of, the Commitment Letter or any of the transactions contemplated hereby hereunder or thereby in respect of any oral representations made or alleged to have been made in connection herewith, including any dispute arising out of or relating in any way to (x) the Debt Commitment Letters or the performance of thereof or the financings contemplated thereby or (y) any services thereunderBuyer Financing, in each case, whether in at law or in equity, whether in contract or contract, in tort or otherwise (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) agrees that, notwithstanding otherwise. Notwithstanding anything to the contrary in this Agreement, the Financing Sources are and Buyer Financing Sources shall each be express third party beneficiaries ofof Section 4.7, Section 7.15, Section 9.7, Section 12.3, Section 12.4, Section 12.8, Section 12.14, and may enforcethis Section 12.15, and each of such Sections shall expressly inure to the benefit of each of the Financing Sources and Buyer Financing Sources and each of the Financing Sources and Buyer Financing Sources shall be entitled to rely on, Sections 11.2, 13.5 on and 13.8 and this Section 13.16, and any of enforce the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related PartiesSections.

Financing Sources. Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding (but in all cases subject to and without in any way limiting the rights and claims of Bidco or any of its under and pursuant to any commitment letter (including the Debt Commitment Letter or any other contract or agreement entered into with respect to any debt financing obtained by Bidco or its Subsidiaries)), each of Trimble and the Company (Company, on behalf of itself itself, the Subsidiaries of the Company, and each of their respective controlled Affiliates, and Bidco, Guarantor and the Equity Investors, on behalf of themselves, their respective Subsidiaries and each of their respective controlled Affiliates hereby: (a) agree that any Actions involving the Debt Financing Sources, together with their respective Affiliates and their and their respective SubsidiariesAffiliates’ former, current and future officers, directors, employees, agents and representatives and their respective successors and assigns (collectively, including the Debt Financing Sources, the “Debt Financing Source Related Parties”) hereby: (i) agrees that any Action involving a Financing Source, arising out of or relating to, this Agreement, the Committed Debt Financing, the Commitment Letter or any of the agreements entered into in connection with the Committed FinancingDebt Financing (including the Debt Commitment Letter), the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattanthereby, 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 as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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), (iiany other law) (x) knowingly, intentionally and voluntarily waives shall be subject to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out exclusive jurisdiction of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting in the Borough of Manhattan, New York, New York, (iii) agrees that service of process upon and any appellate court thereof and the Company or irrevocably submits itself and its Subsidiaries in property with respect to any such Action or proceeding shall be effective if notice is given in accordance with Section 13.7, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense exclusive jurisdiction of an inconvenient forum to the maintenance of such Action in any such court, and agrees not to bring or support any such Action against any Debt Financing Source Related Party in any forum other than such courts; (vb) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY THE DEBT FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, RELATED PARTIES; (vic) agrees agree that no none of the Debt Financing Source Related Parties shall have any liability to the Company, the Subsidiaries of the Company or their respective Affiliates (other than, for the avoidance of doubt, at or after the Effective Time, the Company and its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing or any of the agreements entered into in connection with the Debt Financing (including the Debt Commitment Letter); provided that nothing in this Section 10.14(c) shall limit the rights of the Company and its Subsidiaries from and after the Effective Time under any debt commitment letter or the definitive agreements for the Debt Financing executed in connection with the Debt Financing (but not, for the avoidance of doubt, under this Agreement) to the extent the Company and/or its Affiliates are party thereto; (d) subject to clause (c) above, agree that only Bidco and Guarantor or their respective Subsidiaries (or, at and after the Effective Time, the Company and its Subsidiaries) shall be subject permitted to bring any claim (including any claim for specific performance) against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing pursuant to the terms of any of the agreements entered into in connection with the Debt Financing (including the Debt Commitment Letter), and that none of the Company, the Subsidiaries of the Company or any of their respective controlled Affiliates (except at or after the Effective Time as an Affiliate) shall be entitled to seek the remedy of specific performance with respect to Bidco and Guarantor or their respective Affiliates’ rights under such agreements against the Debt Financing Sources and/or any Debt Financing Source Related Parties, as applicable, party thereto; (e) agree, solely prior to the Effective Time, in no event will any Debt Financing Source Related Party be liable to the Company or its Subsidiaries, or the Company or any of its Subsidiaries be liable to any Debt Financing Source, for consequential, special, consequentialexemplary, punitive or indirect damages (including any loss of profits, business, or anticipated savings), or damages of a tortious nature in connection with this Agreement, the Committed Financing or Debt Financing; and (f) agree that the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Debt Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) agrees that, notwithstanding anything to the contrary in this Agreement, the Financing Sources Related Parties are express third party beneficiaries ofthis Section 10.14 of this Agreement, and the Debt Financing Sources may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the enforce such rights under such provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “Financing Sources Related Parties” (and any definitions used in such provisions or any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision provisions would materially modify and abrogate the substance of such provisionthis Section 10.14) shall not be amended, modifiedsupplemented, waived or terminated otherwise modified in any way materially adverse to the any Debt Financing Sources in any material respect Source Related Parties without the prior written consent of the each related Debt Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related PartiesSource.

Financing Sources. Notwithstanding anything in this Agreement to the contrarycontrary (but in all cases subject to and without in any way limiting the rights, remedies and claims of Purchaser and its Affiliates under or pursuant to any commitment letter or any other agreement entered into with respect to the Financing), each of Trimble and the Company (parties to this Agreement on behalf of itself and their respective Subsidiaries) each of its Affiliates hereby: (ia) agrees that any Action legal action involving a the Financing SourceSources (whether in law or in equity, whether in contract or in tort or otherwise) arising out of or relating to, to this Agreement, the Committed Financing, the Commitment Letter or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal or state court of the United States of America, in each case, sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, York County and any appellate court thereofthereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such Action action to the exclusive jurisdiction of such court, court and agrees that any such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions dispute shall be governed by by, and construed in accordance with with, the law of the State of Delaware)) shall be governed by the laws Laws of the State of New York (without giving effect to any conflicts of law principles provided, however, that would result in notwithstanding the application of the laws of another jurisdiction), (ii) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter forgoing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder 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 commitment letter) and whether as a result of any inaccuracy thereof the Purchaser or any of its Affiliates have the right to terminate its or their obligations hereunder pursuant to Section 11.01(d) or decline to consummate the Closing as a result thereof pursuant to Article VIII and (yC) 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 Action of its Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any the Financing Source Sources in any way arising out of or relating to, to this Agreement, the Committed Financing, the Commitment Letter 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 sitting in the Borough of Manhattan, New York, New YorkSubject Court, (iii) agrees that service of process upon the Company or its Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 13.7, (ivc) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action action in any such courtSubject Court, (vd) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no intentionally and voluntarily waives to the fullest extent permitted by applicable legal requirements trial by jury in any legal action brought against the Financing Source shall be subject Sources in any way arising out of or relating to any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Financing Sources will have any liability to any of Sellers or their respective Affiliates relating to or arising out of this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of Sellers 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 (providedotherwise, that, notwithstanding the foregoing, nothing herein shall affect the rights of AGCO or against any of its Subsidiaries against the Financing Sources with respect relating to or in any way arising out of this Agreement, the Committed Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder), (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any 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 (viiig) agrees that, notwithstanding anything to the contrary in this Agreement, (x) that the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions 12.17 (and the definitions of “Financing Sources” any terms used in this Section 12.17) and “Financing Sources Related Parties” (and y) to the extent any other amendments to any provision of this Agreement Section 12.17 (or, solely as they relate to such Section, the extent an amendment, supplement, waiver or other modification definitions of such provision would modify the substance of such provisionany terms used in this Section 12.17) shall not be amended, modified, waived or terminated in any way are materially adverse to the Financing Sources in any material respect Sources, such provisions shall not be amended without the prior written consent of the Financing Sources party Sources. Notwithstanding anything contained herein to the Commitment Letter. For purposes of contrary, nothing in this Section 13.16, “12.17 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement between a Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related PartiesSource and such party.

Financing Sources. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, each of Trimble and the Company (party hereto, on behalf of itself itself, its Subsidiaries and their respective Subsidiaries) hereby: each of its controlled Affiliates, (i) agrees that any Action involving a the Financing SourceSources, arising out of or relating to, to this Agreement, the Committed Transactions, the Financing, any Alternative Financing, any Replacement Financing, the Commitment Letter Letter, any other document related hereto or thereto or in respect of any of the agreements entered into oral or written representations made or alleged to be made in connection with the Committed Financingherewith or therewith (whether in contract or in tort, the Commitment Letter in law or any of the transactions contemplated hereby in equity or thereby or the performance of any services thereunder otherwise) shall be subject to the exclusive jurisdiction and venue of any federal the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or state is such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court 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 (ii) agrees that any such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in of this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law laws of the State of DelawareMaryland)) shall be governed by the laws of the State of New York (York, without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), jurisdiction and (ii) (xiii) knowingly, intentionally and voluntarily waives to the fullest fully extent permitted by applicable Law any rights or claims against any Financing Source law trial by jury in any way arising out of or relating to, this such Action brought against the Financing Sources in connection with Agreement, the Committed Transactions, the Financing, any Alternative Financing, any Replacement Financing, the Commitment Letter Letter, any other document related hereto or any of the transactions contemplated hereby thereto or thereby or the performance in respect of any services thereunder and oral or written representations made or alleged to be made in connection herewith or therewith (y) 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 otherwisetort, against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting 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 13.7, (iv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the 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 equity or in tort or otherwise (provided, that, notwithstanding the foregoing, nothing herein otherwise). The provisions of this Section 9.14 shall affect the rights of AGCO or any of its Subsidiaries against the Financing Sources with respect inure to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) agrees that, notwithstanding anything to the contrary in this Agreement, the Financing Sources are express third party beneficiaries benefit of, and may enforcebe enforceable by, and shall each Financing Source, each of which is hereby intended to be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources express third-party to the Commitment Letter. For purposes beneficiary of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties9.14.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble the parties hereto and the Company (on behalf of itself and their respective Subsidiaries) herebyeach other Seller Related Party: (ia) agrees that any Action involving a Financing Sourceall actions (whether in law or in equity and whether in tort, arising contract or otherwise) that may be based upon, arise out of or relating to, relate to this Agreement, the Committed Financing, the Commitment Letter Financing or any of the agreements (including the Financing Documents) entered into in connection with the Committed Financing, the Commitment Letter Financing or any of the transactions contemplated hereby or thereby Transactions or the performance of any services thereunder against the Financing Sources shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, York and any appellate court thereof, thereof and each party hereto irrevocably submits itself and its property with respect to any such Action action to the exclusive jurisdiction of such court, and such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application York, regardless of the laws that might otherwise govern under applicable principles of another jurisdiction)conflicts of laws, except as otherwise provided in the Commitment Letter or other applicable definitive document relating to the Financing, (iib) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any action (xwhether in law or in equity and whether in tort, contract or otherwise) knowinglythat may be based upon, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising arise out of or relating to, relate to this Agreement, the Committed Financing, the Commitment Letter Financing or any of the transactions contemplated hereby agreements (including the Commitment Letter) entered into in connection with the Financing or thereby any of the Transactions or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting 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 13.7, (ivc) irrevocably waives, to the fullest extent that it may effectively do sopermitted by law, the defense of an inconvenient forum to the maintenance of such Action action in any such court, (vd) KNOWINGLYirrevocably and unconditionally waives to the fullest extent permitted by applicable law any right it may have to a trial by jury in any action brought against the Financing Sources directly or indirectly arising out of, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no Financing Source shall be subject to any special, consequential, punitive under or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Financing or Financing, the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability other definitive document related to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby Transactions 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and (viiie) agrees that, notwithstanding anything to the contrary in this Agreement, that the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties10.15.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (on behalf of itself and their respective Subsidiaries) Parties hereto hereby: (ia) agrees agree that any Action suit, action or Proceeding, whether in contract or in tort or otherwise, involving a Financing Sourceany Lender Related Party, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter Financing or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (a “Financing Action”) shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough Supreme Court of Manhattan, the State of New York, County of New York, so long as such forum or, if under applicable law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York sitting in New York County (and remains available, appellate courts thereof) and any appellate court thereof, and each party hereto irrevocably submits itself and its property with respect to any such Financing Action to the exclusive jurisdiction of such courtcourts, and such Financing Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law Law of the State of Delaware)) shall be governed by by, and construed in accordance with, the laws Law of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (iib) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) agrees agree not to bring or support any Financing Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source Lender Related Party, as the case may be, in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter 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 sitting in the Borough Supreme Court of Manhattan, the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York sitting in New York County (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 13.7and appellate courts thereof), (ivc) irrevocably waiveswaive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such any Financing Action in any such courtcourt with respect to any Financing Action against any Lender Related Party, (vd) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TOintentionally and voluntarily waives to the fullest extent permitted by applicable Law, THIS AGREEMENTtrial by jury in any Financing Action brought against the Lender Related Parties in any way arising out of or relating to, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or any of the Commitment Lettertransactions contemplated hereby or thereby or the performance of any services thereunder, (viie) agrees agree that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source none of the Lender Related Parties will have any liability to the Companyparties to this Agreement (in each case, any of other than Clover and its Subsidiaries from and after the Closing) relating to or any arising out of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the Commitment Letter 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, provided that, notwithstanding the foregoing, nothing herein shall affect the rights of AGCO Clover, Merger Sub or any of its Affiliates or SpinCo or its Subsidiaries against the Financing Sources Lender Related Parties under any debt commitment letter or any other agreement with respect to the Committed Financing or any of the transactions contemplated hereby thereby or the any services thereunder), and (viiif) agrees that, notwithstanding anything to agree that the contrary in this Agreement, the Financing Sources Lender Related Parties are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.1610.10, and such provisions and the definitions definition of “Financing SourcesLenders” and “Financing Sources Lender Related PartiesParty” (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 provision) shall not be amended, modified, waived or terminated amended in any way materially adverse to the Financing Sources in any material respect Lender Related Parties without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related PartiesLenders.

Financing Sources. Notwithstanding anything in this Agreement herein to the contrary, each of Trimble and the Company (parties hereto, on behalf of itself and their respective Subsidiaries) hereby: each of its Affiliates, hereby (ia) agrees that it will not bring or support, or permit any Action of its Affiliates to bring or support, any action, cause of action, claim, cross-claim or third-party claim or any other Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving a any of the Financing SourceSources, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter Financing or any of the agreements (including the Commitment Letter and any other Financing Document) entered into in connection with the Committed Financing, the Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (any of the foregoing being referred to as a “Financing Source Proceeding”) 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); agrees that any Financing Source Proceeding shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is courts; irrevocably and remains available, and any appellate court thereof, and each party hereto irrevocably unconditionally submits itself and its property with respect to any such Action Financing Source Proceeding to the exclusive jurisdiction of such court, courts; and such Action (except as otherwise expressly provided irrevocably and unconditionally waives any objection to the laying of venue of any Financing Source Proceeding brought in any agreement relating to the Committed Financing such court or any Permanent claim that any Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision Source Proceeding brought in any documentation related to the Committed such court has been brought in an inconvenient forum, (b) agrees that any Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions Source Proceeding shall be governed by by, and construed in accordance with the law of the State of Delaware)) shall be governed by with, the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), (ii) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting in the Borough of Manhattan, New York, New York, (iiic) agrees that service of process upon the Company or its Subsidiaries such Person in any such Action or proceeding Financing Source Proceeding shall be effective if notice is given in accordance with Section 13.711.1, (ivd) irrevocably knowingly, intentionally and voluntarily waives, to the fullest extent that it may effectively do sopermitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such Action trial by jury in any such courtFinancing Source Proceeding, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vie) agrees that no notwithstanding anything to the contrary contained herein, none of the 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 Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source Sources will have any liability obligation or liability, on any theory of liability, to any of the Company, any of its Subsidiaries Affiliates or any of their respective Representatives (excludingstockholders, for the avoidance of doubtpartners, AGCO and its Affiliates)members, officers, directors, employees, controlling persons, agents or other Representatives, and hereby waives none of the Company, any of its Affiliates or any of their respective stockholders, partners, members, officers, directors, employees, controlling persons, agents or other Representatives shall have any rights or claims against any of the Financing SourceSources, in connection with each case, in any way relating to or arising out of this Agreement, the Committed Financing, the Commitment Letter Letter, any Financing Document 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder)otherwise, and (viiif) agrees that, notwithstanding anything to the contrary in this Agreement, that the Financing Sources are express third third-party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.and

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (on behalf of itself and their respective Subsidiaries) herebyparties hereto: (ia) agrees that any Action involving a Financing Sourceall actions (whether in law or in equity and whether in tort, arising contract or otherwise) that may be based upon, arise out of or relating to, relate to this Agreement, the Committed Financing, the Commitment Letter Debt Financing or any of the agreements (including the Debt Financing Commitment Letter) entered into in connection with the Committed Financing, the Commitment Letter Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against the Debt Financing Sources shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, York and any appellate court thereof, thereof and each party hereto irrevocably submits itself and its property with respect to any such Action action to the exclusive jurisdiction of such court, and such Action action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Financing Commitment Letter or in any definitive documentation related to the Committed Financing or any documentation related to any Permanent Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of the Delaware)) shall be governed by the laws Laws of the State of New York (without giving effect to any York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law principles that would result in the application of the laws of another jurisdiction)laws, (iib) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any action (xwhether in law or in equity and whether in tort, contract or otherwise) knowinglythat may be based upon, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising arise out of or relating to, relate to this Agreement, the Committed Financing, Debt Financing or any of the agreements (including the Debt Financing Commitment Letter 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 and (y) 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 Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting 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 13.7, (ivc) irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, the defense of an inconvenient forum to the maintenance of such Action action in any such court, (vd) KNOWINGLYirrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury in any action brought against the Debt Financing Sources directly or indirectly arising out of, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no Financing Source shall be subject to any special, consequential, punitive under or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Debt Financing, the Debt Financing 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and (viiie) agrees that, notwithstanding anything to that the contrary in this Agreement, the Debt Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties8.17.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (Company, on behalf of itself and their respective its Subsidiaries, hereby: (a) hereby: (i) agrees agree that any Action action, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Financing SourceSources, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter Debt Financing or any of the agreements (including any debt commitment letters) entered into in connection with the Committed Financing, the Commitment Letter 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 sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof, thereof and each party hereto irrevocably submits itself and its property with respect to any such Action action to the exclusive jurisdiction of such court, and ; (b) agree that any such Action action described in the foregoing clause (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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)a) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws Laws of another jurisdictionstate), (ii) (x) knowingly, intentionally and voluntarily waives except as otherwise provided in any debt commitment letters or other applicable definitive document relating to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and ; (yc) 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting in the Borough of Manhattan, New York, New York, (iii) agrees agree that service of process upon the Company or its the Subsidiaries in any such Action or proceeding action described in the foregoing clause (a) shall be effective if notice is given in accordance with Section 13.7, 9.2; (ivd) irrevocably waiveswaive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action any action described in the foregoing clause (a) in any such court; (e) waive to the fullest extent permitted by applicable law trial by jury in any action brought against the Financing Sources in any way arising out of or relating to, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing Debt Financing, any related debt commitment letters or any of the transactions contemplated hereby or thereby or the Commitment Letter, performance of any services thereunder; (viif) agrees agree that this Agreement may not be enforced against any none of the Financing Source and agrees that no Financing Source Sources will have any liability to the Company, any or the Subsidiaries relating to or arising out of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Debt Financing, the Commitment Letter any 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 (provided, otherwise; provided that, notwithstanding the foregoing, nothing herein shall affect the rights of AGCO the Buyer Parties or, following consummation of the Closing, the Company or any of its Subsidiaries the Company’s Subsidiaries, against the Financing Sources or any of their respective Representatives with respect to the Committed Debt Financing or any of the transactions contemplated hereby thereby or any services thereunder), and ; (viiig) agrees that, notwithstanding anything to the contrary in this Agreement, that the Financing Sources are express third third-party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.169.15, Section 9.8(b) and such provisions Section 8.4; and (h) none of this Section 9.15, Section 9.8(b) and the definitions of “Financing Sources” and “Financing Sources Related Parties” Section 8.4 (and or any other provision of this Agreement to the extent an amendment, supplement, amendment or waiver or other modification of which has the effect of modifying such provision would modify the substance of such provisionprovisions) shall not may be amended, modified, terminated or waived or terminated in any way a manner that is materially adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “such Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (parties on behalf of itself and their respective Subsidiaries) each of its Affiliates hereby: : (ia) agrees that any Action Action, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Financing SourceSources, arising out of or relating to, this Agreement, the Committed Respective Financing, the Commitment Letter Financing Agreements or any of the agreements entered into in connection with the Committed Financing, Respective Financing or the Commitment Letter Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof, thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, and ; (b) agrees that any such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) shall be governed by the laws Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), ; (ii) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (yc) agrees not to bring or support or permit any Action of its affiliates to bring or support any Action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any the Financing Source Sources in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter Financing Agreements or any of the agreements entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting 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 13.7, (ivd) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court; (e) knowingly, (v) KNOWINGLYintentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any Action brought against the Financing Sources in any way arising out of or relating to, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing, the Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries Agreements or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, agreements entered into in connection with this Agreement, the Committed Financing, the Commitment Letter Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise ; (provided, that, notwithstanding f) agrees that none of the foregoing, nothing herein shall affect the rights of AGCO Financing Sources will have any liability to Seller or any of its Subsidiaries against Affiliates relating to or arising out of this Agreement, the Respective Financing, the Financing Sources Agreements or any of the agreements entered into in connection with respect to the Committed Respective Financing or the Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that Seller 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 Financing Sources relating to or in any way arising out of this Agreement, the Respective Financing, the Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder). For the avoidance of doubt, and (viii) agrees thatnothing herein prevents, notwithstanding anything limits or constitutes a waiver by Purchaser of any of its rights, or an agreement or waiver by Seller of any of its rights to require Purchaser, to pursue any action, including an action for specific performance, against any of the contrary Financing Sources relating to or in any way arising out of this Agreement, the Respective Financing, the Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; and (g) agrees that the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, 10.19 (and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect amended without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related PartiesLenders).

Financing Sources. (a) Notwithstanding anything to the contrary in this Agreement to Agreement, none of the contraryCompany, each of Trimble and the Company (on behalf of itself and Seller, their respective Subsidiariesstockholders, partners, members, Affiliates, directors, officers, employees, controlling persons or agents (collectively, the “Seller Related Parties”) hereby: (i) agrees that shall have any Action involving a rights or claims against any Financing Source, arising out of or relating to, Source in connection with this Agreement, the Committed Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise, nor shall any of the Financing Sources have any obligations or liabilities to the Seller Related Parties, all of which are hereby waived. Notwithstanding the foregoing, nothing contained in this Section 12.18 shall limit in any manner any remedy of the Seller Indemnified Parties against Buyer or any of its respective successors or assigns (whether by merger, combination or other reorganization) under this Agreement, including any remedy against Buyer or any of its respective successors or assigns (whether by merger, combination or other reorganization) for breach of any arrangements related to the Debt Financing, the Debt Commitment Letter Letters or any of the agreements entered into in connection with the Committed Financingforegoing, the Commitment Letter or any of the transactions contemplated hereby or thereby thereby, or the performance of any services thereunder thereunder, but subject in all cases to the terms set forth in this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, and without limiting Section 12.18(a) above, each Seller Related Party agrees (i) that any action, whether at law or equity, in contract, in tort or otherwise, involving a Financing Source in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby shall be subject to brought exclusively in the exclusive jurisdiction courts of any federal or state court the State of New York sitting in New York County or the Borough federal courts of Manhattan, the Southern District of New York, New York, so long as such forum is and remains available, and any appellate court thereof, York and each party hereto irrevocably Seller Related Party submits for itself and its property with respect to any such Action action to the exclusive jurisdiction of such court, and such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction)courts, (ii) (x) knowinglynot to bring, intentionally and voluntarily waives or permit any of its Affiliates or Representatives to the fullest extent permitted by applicable Law bring, any rights or claims against any Financing Source such action in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting in the Borough of Manhattan, New York, New Yorkcourt, (iii) agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 12.3 shall be effective service of process upon the Company or its Subsidiaries against it for any such action brought in any such Action or proceeding shall be effective if notice is given in accordance with Section 13.7court, (iv) to waive and hereby irrevocably waives, to the fullest extent that permitted by law, any objection which it may effectively do sonow or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of of, any such Action action in any such court, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDERthat a final non-appealable 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, (vi) agrees that no Financing Source any such action shall be subject to any special, consequential, punitive or indirect damages or damages governed by the Laws of a tortious nature in connection with this Agreement, the Committed Financing or the Commitment Letter, State of New York and (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), irrevocably waive and hereby waives any rights or claims against right to a trial by jury in any Financing Source, in connection with this Agreement, the Committed Financing, the 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 AGCO or any of its Subsidiaries against the Financing Sources with respect such action to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and same extent such rights are waived pursuant to Section 12.11. (viiic) agrees that, notwithstanding Notwithstanding anything to the contrary contained in this Agreement, the Financing Sources are express third party beneficiaries ofSection 12.2, and may enforceSection 12.7, and shall be entitled to rely onSection 12.9, Sections 11.2Section 12.10, 13.5 and 13.8 Section 12.11 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall 12.18 may not be amended, modified, waived or terminated in a manner that is adverse in any way adverse respect to the Financing Sources in any material respect without the prior written consent of the Financing Sources. (d) The Financing Sources shall be express third party beneficiaries of, and shall be entitled to the Commitment Letter. For purposes of rely on and enforce, Section 12.2, Section 12.7, Section 12.9, Section 12.10, Section 12.11 and this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties12.18.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (parties hereto on behalf of itself and their respective Subsidiaries) each of its Affiliates hereby: (ia) agrees that any Action Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving a the Financing SourceSources, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter Debt Financing or any of the agreements (including the Debt Commitment Letter and any Debt Financing Agreement) entered into in connection with the Committed Financing, the Commitment Letter 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 sitting in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof, thereof and each party hereto irrevocably submits itself and its property with respect to any such Action Proceeding to the exclusive jurisdiction of such court, and (b) agrees that any such Action (except as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware)) Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another jurisdictionstate), (ii) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (yc) agrees not to bring or support or permit any Action of its Affiliates to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Debt Financing, the Debt Commitment Letter Letter, any Debt Financing Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting in the Borough of Manhattan, New York, New York, (iiid) agrees that service of process upon the Company or its Subsidiaries such party in any such Action Proceeding or proceeding shall be effective if notice is given in accordance with Section 13.712.10, (ive) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action Proceeding in any such court, (vf) KNOWINGLYknowingly, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TOintentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceeding brought against the Financing Sources in any way arising out of or relating to, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or Debt Financing, the Debt Commitment Letter, (vii) agrees that this any Debt Financing Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the 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 g) agrees that none of the foregoing, nothing herein Financing Sources shall affect have any liability to the rights of AGCO Company or any of its Subsidiaries against or any of their respective Affiliates or Representatives any of their respective current, former or future officers, directors, employees, agents, representatives, stockholders, limited partners, managers, members or partners or the Company Equityholder Representative, in its individual capacity and on behalf of the Company Equityholders relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, any Debt Financing Sources with respect to the Committed Financing Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder), thereunder and (viiih) agrees that, notwithstanding anything to the contrary in this Agreement, that the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, 12.13 (and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated amended in any way adverse material to the Financing Sources in any material respect without the prior written consent of the any lenders under the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related PartiesDocuments).

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each neither the Seller, nor any of Trimble its stockholders, partners, members, Affiliates or Representatives, shall have, and the Company (on behalf of itself and their respective Subsidiaries) hereby: (i) agrees that any Action involving a Financing SourceSeller hereby waives, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any each of the Financing Source Sources and each of the Financing Source’s respective stockholders, partners and members, in any way arising out of connection with this Agreement or relating to, this Agreement, the Committed Debt Financing, the Commitment Letter whether at law or any equity, in contract in tort or otherwise. Without limitation of the transactions contemplated hereby or thereby or foregoing, each of the performance of any services thereunder and (y) parties hereto agrees that it will not to bring or support any Action action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source (or any Financing Source’s stockholders, partners and members) in any way arising out of or relating to, to this Agreement, the Committed Financing, the Commitment Letter Agreement or any of the transactions contemplated hereby by this Agreement, including but not limited to any dispute arising out of or thereby relating in any way to the Debt Financing or the performance of any services thereunder thereof, in any forum other than any federal or state court sitting in the Borough Supreme Court of Manhattan, the State of New York, County of New York, (iii) agrees that service of process upon or if under applicable law exclusive jurisdiction is vested in the Company or its Subsidiaries in any such Action or proceeding shall be effective if notice is given in accordance with Section 13.7, (iv) irrevocably waives, to the fullest extent that it may effectively do soFederal courts, the defense United States District Court for the Southern District of an inconvenient forum to the maintenance of such Action in any such courtNew York, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY and appellate courts thereof. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN WITH RESPECT TO ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF UNDER OR RELATING TO, THIS AGREEMENT, IN CONNECTION WITH THE COMMITTED DEBT FINANCING OR ANY OF CLAIM OR PROCEEDING INVOLVING THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi) agrees that no 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 Committed Financing or the Commitment Letter, (vii) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the 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 FINANCING SOURCES. Without limiting the foregoing, nothing herein shall affect the rights of AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) agrees that, notwithstanding anything to the contrary in this Agreement, the Financing Sources shall be beneficiaries of all limitations on remedies and damages in this Agreement that apply to the parties hereto and are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “12.22 (which may not be changed without the Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties’ prior written consent).

Financing Sources. Notwithstanding anything in this Agreement herein to the contrary, each of Trimble the parties hereto acknowledge and the Company (on behalf of itself and their respective Subsidiaries) hereby: irrevocably agree (i) agrees that any Action involving a Financing Source, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) agrees not to bring or support any Action of any kind or descriptionlegal proceeding, whether in law or in equity, whether in contract or in tort or otherwise, against any involving the Financing Source in any way Sources arising out of of, or relating to, this Agreementthe transactions contemplated hereby, the Committed Proposed Amendment, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in or related thereto shall be subject to the exclusive jurisdiction of any forum other than any state or federal or state court sitting in the Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereto submits for itself and its property with respect to any such legal proceeding to the exclusive jurisdiction of such court, (ii) not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such legal proceeding in any other court, (iii) agrees that service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 12.2 shall be effective service of process upon the Company or its Subsidiaries against them for any such legal proceeding brought in any such Action or proceeding shall be effective if notice is given in accordance with Section 13.7court, (iv) irrevocably waivesto waive and hereby waive, to the fullest extent that it permitted by law, any objection which any of them may effectively do sonow or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of of, any such Action legal proceeding in any such court, (v) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDERto waive and hereby waive any right to trial by jury in respect of any such legal proceeding, (vi) agrees that no Financing Source a final judgment in any such legal proceeding shall be subject to conclusive and may be enforced in other jurisdictions by suit on the judgment or in any special, consequential, punitive or indirect damages or damages of a tortious nature in connection with this Agreement, the Committed Financing or the Commitment Letterother manner provided by law, (vii) agrees that this Agreement may not any such legal proceeding shall be enforced against any Financing Source governed by, and agrees that no Financing Source will have any liability construed in accordance with, the laws of the State of New York, without regard to the Company, any conflicts of its Subsidiaries or any law rules of their respective Representatives (excluding, for such State that would result in the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the Commitment Letter or any application of the transactions contemplated hereby or thereby or the performance laws of any services thereunderother State, 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 AGCO or any of its Subsidiaries against viii) that the Financing Sources with respect to the Committed Financing are beneficiaries of and may enforce any liability cap or any of the transactions contemplated hereby limitation on damages or any services thereunder), remedies in this Agreement and (viiiix) agrees that, notwithstanding anything to the contrary in this Agreement, that the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Partiesagreements.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the Company (on behalf of itself and their respective Subsidiaries) hereby: (i1) agrees that any Action involving a Financing Source, arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the agreements entered into in connection with the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court sitting 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 as otherwise expressly provided in any agreement relating to the Committed Financing or any Permanent Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Committed Financing or any documentation related to any Permanent 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), (ii2) (x) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law any rights or claims against any Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (y) 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 Financing Source in any way arising out of or relating to, this Agreement, the Committed Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court sitting in the Borough of Manhattan, New York, New York, (iii3) 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 13.7, (iv4) 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, (v5) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE COMMITTED FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (vi6) agrees that no 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 Committed Financing or the Commitment Letter, (vii7) agrees that this Agreement may not be enforced against any Financing Source and agrees that no Financing Source will have any liability to the Company, any of its Subsidiaries or any of their respective Representatives (excluding, for the avoidance of doubt, AGCO and its Affiliates), and hereby waives any rights or claims against any Financing Source, in connection with this Agreement, the Committed Financing, the 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 AGCO or any of its Subsidiaries against the Financing Sources with respect to the Committed Financing or any of the transactions contemplated hereby or any services thereunder), and (viii) 8) agrees that, notwithstanding anything to the contrary in this Agreement, the Financing Sources are express third party beneficiaries of, and may enforce, and shall be entitled to rely on, Sections 11.2, 13.5 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 13.16, and such provisions and the definitions of “Financing Sources” and “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 provision) shall not be amended, modified, waived or terminated in any way adverse to the Financing Sources in any material respect without the prior written consent of the Financing Sources party to the Commitment Letter. For purposes of this Section 13.16, “Financing Sources” (other than the immediately preceding reference) includes all Financing Sources Related Parties.