Common use of Financing Sources Clause in Contracts

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto on behalf of itself and each of its Affiliates hereby: (a) agrees that any Legal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such 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 state), (c) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding of any kind or description, whether in law 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 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 in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally 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 Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Sources will have any liability to the Company or any of its Subsidiaries 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, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (h) agrees that the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 (and such provisions shall not be amended in any way material to any Financing Source without the prior written consent of such Financing Source).

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto Company, on behalf of itself itself, its Subsidiaries and each of its their Affiliates hereby: (a) agrees that any Legal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party Party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Legal Proceeding shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in the Debt Commitment Letter or any other agreement or document relating to the Debt Financing, (c) agrees not to bring or support or permit the Company or any of its Subsidiaries or their 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 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 in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party the Company, its Subsidiaries and their controlled Affiliates in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.49.3, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Legal Proceeding brought against the Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Sources will have any liability to the Company or any of its Subsidiaries 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 commitment letter relating to or arising out of this Agreement, the Debt Financing, the Commitment Letter thereto or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (hg) agrees that none of the Financing Sources are express third party beneficiaries ofwill have any liability to the Company, its Subsidiaries or any of their Affiliates or Representatives (in each case, other than Parent, US Holdings, Merger Sub 1, Merger Sub 2 and may enforceany of their respective Affiliates) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter and any fee letters relating thereto or any of the provisions 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. Notwithstanding the foregoing, nothing in this Agreement reflecting shall in any way limit or modify the foregoing agreements rights and obligations of 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 definitive agreement with respect to the Debt Financing (it being understood that following the Closing Date, nothing in this Section 10.15 and Section 8.2 (and such provisions 9.13 shall not be amended in limit the rights of any way material of the parties to any definitive agreement with respect to the Debt Financing). No Financing Source shall be subject to any special, indirect, consequential or punitive damages (including, without the prior written consent limitation any loss of such Financing Sourceprofits, business or anticipated savings).

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties party hereto on behalf of itself itself, its Subsidiaries and each of its controlled Affiliates hereby: (a) agrees that any Legal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such 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 state), except as otherwise expressly provided in the applicable documentation relating to the Debt Financing, (c) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding of any kind or description, whether in law 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 Debt 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 in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.411.2, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Legal Proceeding brought against the any Financing Sources Source in any way arising out of or relating to, to this Agreement, the Debt Financing, the Commitment Letter Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunderhereby, (g) agrees that none of the Financing Sources will and their Affiliates and representatives shall have any liability to the Seller or Company or any of its Subsidiaries 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, the Commitment Letter Agreement or any of the transactions contemplated hereby, whether in law or in equity, whether in contract or in tort or otherwise (and the Purchaser, on behalf of itself and its Affiliates, and Seller, on behalf of itself and Company and its Affiliates, hereby acknowledge that they have no recourse against, and hereby waive any rights or thereby or claims against, the performance Financing Sources in connection therewith); provided that nothing in this Agreement shall limit the liability of any services thereunder the Financing Sources pursuant to the documentation related to the Financing, and (h) agrees that the Financing Sources are express third party Third Party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in of this Section 10.15 11.14 and Section 8.2 (and that such provisions and the definition of "Financing Sources" shall not be amended in any way material adverse to any Financing Source without the prior written consent of such Financing Source).

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto on behalf of itself and each of its Affiliates affiliates hereby: (a) agrees that any Legal Proceedingclaim, 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 the Financing Sources, arising out of or relating to, this Agreement, the Debt Financing, the Financing Agreements or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing or the Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding Action to the exclusive jurisdiction of such court, (b) agrees that any such Legal Proceeding Action shall be governed by the laws Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), (c) agrees not to bring or support or permit any of its Affiliates affiliates to bring or support any Legal Proceeding Action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any the Financing Source Sources in any way arising out of or relating to, this Agreement, the Debt 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 in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court, (fe) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law Law trial by jury in any Legal Proceeding Action brought against the Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, the Commitment Letter Financing Agreements or any of the agreements entered into in connection with the Financing, the Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (gf) agrees that none of the Financing Sources will have any liability to the Company Cumulus or any of its Subsidiaries 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 affiliates relating to or arising out of this Agreement, the Debt Financing, the Commitment Letter Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (h) agrees that agreements entered into in connection with the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 (and such provisions shall not be amended in any way material to any Financing Source without the prior written consent of such Financing Source).or

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto on behalf of itself and each of its controlled Affiliates hereby: (a) (i) agrees that any Legal Proceeding, legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving the Financing SourcesSources 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 Financing, any commitment letter related thereto (any such commitment letter, the “Debt Financing or any of the agreements (including the Commitment Letter”) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, York County and any appellate court thereof and (each party hereto such court, the “Subject Courts”) (ii) irrevocably submits itself and its property with respect to any such Legal Proceeding action to the exclusive jurisdiction of such court, (b) court and agrees that any such Legal Proceeding dispute shall be governed by by, and construed in accordance with, the laws of the State of New York 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, it is understood and agreed that (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 “specified acquisition agreement representation” (as such term or similar term may be defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof Pi or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to Section 7.1(c) or decline to consummate the Integrated Mergers as a result thereof pursuant to Section 6.2(a) or Section 6.2(b) and (C) the determination of 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, without giving effect to any conflicts choice or conflict of law principles provision or rule that would result in cause the application of the laws of another stateany other jurisdiction), (cb) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Legal Proceeding legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any the Financing Source Sources and Related Parties in any way arising out of or relating to, to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (ec) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding action in any such courtSubject Court, (fd) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law Laws trial by jury in any Legal Proceeding legal action brought against the Financing Sources and Related Parties in any way arising out of or relating to, to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (ge) agrees that none of the Financing Sources and Related Parties will have any liability to the Company or any of its Lambda, the Lambda Subsidiaries 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, 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, against any of the Financing Sources and Related Parties relating to or in any way 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, (hf) 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 (g) agrees (x) that the Financing Sources and Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting Section 8.12 (or the foregoing agreements definitions of any terms used in this Section 10.15 8.12) and (y) to the extent any amendments to any provision of this Section 8.2 8.12 (or, solely as they relate to such Section, the definitions of any terms used in this Section 8.12) are materially adverse to the Financing Sources and Related Parties, such provisions shall not be amended in any way material to any Financing Source without the prior written consent of such the Financing Source)Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 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 Source is a party.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto Parties hereto, on behalf of itself and each of its Affiliates controlled Affiliates, hereby: (a) agrees that any Legal Proceeding, Action (whether in law Law or in equity, whether in contract Contract or in tort or otherwise), involving the any Financing Sources, arising out of or relating to, this Agreement, any Buyer Financing, the Debt Financing or any of the agreements (including the Commitment Letter) entered into in connection , the definitive documentation with the Debt 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 the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto Party irrevocably submits itself and its property with respect to any such Legal Proceeding Action to the exclusive jurisdiction of such court, (b) Subject Courts and agrees that any such Legal Proceeding dispute shall be governed by by, and construed in accordance with, 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 statejurisdiction shall govern), ; (cb) agrees not to bring or support or permit any of its their respective Representatives or controlled Affiliates to bring or support any Legal Proceeding Action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law Law or in equity, whether in contract Contract or in tort or otherwise, ) against any Financing Source Sources in any way arising out of or relating to, to this Agreement, the Debt any Buyer Financing, the Debt Commitment Letter 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 in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, Subject Court; (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (ec) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court, Subject Court; (fd) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law Law trial by jury in any Legal Proceeding Action brought against the any Financing Sources in any way arising out of or relating to, to this Agreement, the Debt any Buyer Financing, the Debt Commitment Letter 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, ; (ge) agrees that none of the Financing Sources will have any liability to the Seller, the Company, any other member of the Company or any of its Subsidiaries Group or any of their respective Subsidiaries or their respective controlled 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 any Buyer Financing, the Debt Commitment Letter 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 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 (hincluding 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 (g) agrees that (i) that the Financing Sources are express third party beneficiaries of, and may enforce, 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 10.15 11.20, 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 8.2 11.11 (or, solely as they relate to such Section, or any of the definitions of any terms used in this Section 11.20, Section 11.4, Section 11.9 and such provisions Section 11.11) in a manner adverse to the Financing Sources shall not be amended in any way material effective as to any the Financing Source Sources without the prior written consent of such the Financing Source).Sources that are arranging or have committed to provide any Buyer Financing. Notwithstanding anything contained herein to the contrary, nothing in this Section 11.20 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, including the Debt Commitment Letter or any definitive documentation governing any Buyer Financing. 115

Financing Sources. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, each of the parties hereto Company, on behalf of itself and each of its Affiliates hereby: and Representatives, hereby (a) agrees acknowledges that none of the Financing Sources shall have any Legal Proceedingliability under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute related to, or arising from, the Financing or the performance thereof, (b) waives any rights or claims against any of the Finance Sources in connection with this Agreement or the Financing, whether in at law or in equity, whether in contract or contract, in tort or otherwise, involving the and (c) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Financing Sources, arising out of or relating to, Source in connection with this Agreement, the Debt Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing 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 from 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 Legal Proceeding to litigation may be heard and determined only in the exclusive jurisdiction of such courtApplicable Courts, (bii) agrees that any such 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 state), (c) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding of any kind or description, whether in law 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 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 in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (e) irrevocably waives, to the fullest extent that it may effectively legally do so, any objection which they may now or hereafter have to the laying of venue of any proceeding in any Applicable Court, (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such Proceeding proceeding in any Applicable Court, and (iv) agrees that a final judgment in any such court, (f) knowingly, intentionally proceeding shall be conclusive and voluntarily waives to may be enforced in other jurisdictions by suit in on 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 Debt Financing, the Commitment Letter judgment or any other manner provided by law. For the avoidance of the transactions contemplated hereby or thereby or the performance of any services thereunderdoubt, (g) agrees that none of the Financing Sources will have any liability to the Company or any of its Subsidiaries 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, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (h) agrees that the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements nothing in this Section 10.15 9.13 shall limit or qualify the liabilities and Section 8.2 (and such provisions shall not be amended in any way material obligations of the parties to any Financing Source without the prior written consent of such agreement between Parent or its Subsidiaries and any Financing Source).

Financing Sources. Notwithstanding anything in this Agreement herein to the contrary, each of the parties hereto on behalf of itself acknowledge and each of its Affiliates herebyirrevocably agree: (a) agrees that in any Legal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving in which any party and the sources of the Debt Financing Sources, are a party arising out of of, or relating to, this Agreementthe Contemplated Transactions, the Debt Financing or any of the agreements (including Financing, the Commitment Letter) entered into in connection with , the Debt Definitive Financing or any of the transactions contemplated hereby or thereby Agreements or the performance of any services thereunder or related thereto shall be subject to the exclusive jurisdiction of any state or 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 for itself and its property with respect to any such Legal Proceeding to the exclusive jurisdiction of such court, ; (b) 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 against them for any such Legal Proceeding brought in any such court; (d) to waive and hereby waive, to the fullest extent permitted by Legal Requirements, 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 Legal Proceeding in any such court; (e) to waive and hereby waive any right to trial by jury in respect of any such Legal Proceeding; (f) that 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 such Legal Proceeding shall be governed by by, and construed in accordance with, the laws of the State of New York (York, without giving effect regard to any the conflicts of law principles rules of such State that would result in the application of the laws of another state)any other State; (h) that the sources of the Debt Financing are express third party beneficiaries of, and may enforce, the agreements set forth in this Section 9.14; (ci) agrees not none of the sources of the Debt Financing will have any liability to bring the Company or support or permit any of its Affiliates relating to bring or support any Legal Proceeding arising out of any kind this Agreement, the Financing or descriptionotherwise, whether in law or in equity, whether in contract or in tort or otherwise, and neither the Company nor any of its Affiliates will have any rights or claims against any of the sources of the Debt Financing Source hereunder or thereunder, and in any way arising out no event shall the Company be entitled to seek the remedy of or relating to, specific performance of this Agreement, Agreement against the sources of the Debt Financing, ; and (j) that the Commitment Letter or any sources of the transactions contemplated hereby Debt Financing are beneficiaries of and may enforce any liability cap or thereby limitation on damages or the performance remedies in this Agreement (including Section 8.3(d)); provided, however, that for purposes of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally 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 Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Sources will have any liability referred to the Company or any of its Subsidiaries 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, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (h) agrees that the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 9.14, the interpretation of the definition of Company Material Adverse Effect (as defined in the Commitment Letter) shall be governed by, and Section 8.2 (and such provisions shall not be amended construed in any way material to any Financing Source without accordance with, the prior written consent laws of such Financing Source)the State of Delaware, regardless of the laws 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 the parties hereto Seller Representative, on behalf of itself and each the other Securityholders, hereby (i) acknowledge that none of its Affiliates the Debt Financing Sources shall have any liability under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby: (a) agrees that any Legal Proceeding, whether in law or in equityincluding, whether in contract or in tort or otherwise, involving the Financing Sources, arising out of or relating 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 Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such 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 state), (c) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding of any kind or description, whether in at law or in equity, whether in contract or 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 any way arising out of or relating to, connection with this Agreement, the Debt Financing, the Debt 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 itself and the other Securityholders, (w) submit to the exclusive jurisdiction of the courts of the State of New York or federal courts of the United States of America, in any forum other than any federal or state court each case, sitting in the Borough of Manhattan, New Yorkand any appellate court from any thereof (the courts described in this clause (w), New Yorkthe “Applicable Courts”), and agree that all claims in respect of any such litigation may be heard and determined only in the Applicable Courts, (dx) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (e) irrevocably waiveswaive, to the fullest extent that it may effectively legally do so, any objection which they may now or hereafter have to the laying of venue of any proceeding in any Applicable Court, (y) waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such Proceeding proceeding in any Applicable Court, and (z) agree that a final judgment in any such court, (f) knowingly, intentionally proceeding shall be conclusive and voluntarily waives to may be enforced in other jurisdictions by suit in on the fullest extent permitted judgment or any other manner provided by applicable law trial by jury law. Nothing in any Legal Proceeding brought against the Financing Sources this Section 7.16 shall in any way arising out limit or modify the rights and obligations (i) under this Agreement of Parent or relating to, this Agreement, (ii) under the Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Sources will have any liability actual parties to the Company or any of its Subsidiaries 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, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (h) agrees that the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 (and such provisions shall not be amended in any way material to any Financing Source without the prior written consent of such Financing Source)each other.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto on behalf of itself and each of its Affiliates herebyparties: (a) agrees that any Legal Proceeding, all actions (whether in law or in equity, equity and whether in tort, contract or in tort or otherwise) that may be based upon, involving the Financing Sources, arising arise out of or relating to, relate to this Agreement, the Debt ABL Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Debt 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 in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, York and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding action to the exclusive jurisdiction of such court, and such action (bexcept 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 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)) agrees that any such 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 York, regardless of the laws that might otherwise govern under applicable principles of another state)conflicts of laws, (cb) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Legal Proceeding of any kind or description, action (whether in law or in equity, equity and whether in tort, contract or in tort or otherwise) that may be based upon, against any Financing Source in any way arising arise out of or relating to, relate to this Agreement, the Debt 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 against any Financing Source in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (ec) irrevocably waives, to the fullest extent that it may effectively do sopermitted by law, the defense of an inconvenient forum to the maintenance of such Proceeding action in any such court, (fd) 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 trial by jury in any Legal Proceeding brought against the Financing Sources in any way arising out of or relating toUNDER OR IN CONNECTION WITH THIS AGREEMENT, this AgreementTHE ABL FINANCING, the Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunderTHE COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (g) agrees that none of the Financing Sources will have any liability to the Company or any of its Subsidiaries 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, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (he) agrees that the Financing Sources are express third third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and the provisions of Section 8.2 10.05(b) (and such any other provisions of this Agreement to the extent a modification thereof would affect the substance of any of the foregoing) and (f) under no circumstances shall not any party to this Agreement be amended in any way material entitled to recovery from any Financing Source without any consequential, indirect, punitive, exemplary or special damages arising out of or relating to the prior written consent of such Financing Source)transactions contemplated by this Agreement or the ABL Financing.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto Parent on behalf of itself itself, its Subsidiaries and each of its controlled Affiliates hereby: (a) agrees that any Legal Proceedingproceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing SourcesParties or Replacement Financing Lenders, arising out of or relating to, this Agreement, the Debt Financing, the Replacement Financing or any of the agreements (including the Commitment LetterLetter and any Replacement Financing Document) entered into in connection with the Debt Financing, 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 in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Legal Proceeding proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in the Commitment Letter, any Replacement Financing Document or other applicable definitive document relating to the Debt Financing or Replacement Financing, as applicable, (c) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding 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 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 in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party Parent or its controlled Affiliates in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.411.7, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Legal Proceeding proceeding brought against the Financing Sources Parties and Replacement Financing Lenders in any way arising out of or relating to, this Agreement, the 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, (g) agrees that none of the Financing Sources Parties or Replacement Financing Lenders will have any liability to the Company Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives any of their respective currentrepresentatives (in each case, former or future officers, directors, employees, agents, representatives, stockholders, limited partners, managers, members or partners other than Purchaser and its Affiliates) relating to or arising out of this Agreement, the 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 thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (h) agrees that the Financing Sources Parties and Replacement Financing Lenders are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in of this Section 10.15 11.13 and Section 8.2 (9.3(d) and Section 11.9, and that such provisions shall not be amended in any way material (i) adverse to any the Financing Source Parties without the prior written consent of such the Financing Source)Parties and (ii) adverse to the Replacement Financing Parties without the prior written consent of the Replacement Financing Parties.

Financing Sources. Notwithstanding anything in this Agreement herein to the contrary, each of the parties hereto on behalf of itself acknowledge and each of its Affiliates hereby: irrevocably agree (ai) agrees that any Legal Proceedinglegal proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources, Sources arising out of of, or relating to, this Agreementthe transactions contemplated hereby, the Proposed Amendment, the Debt Financing or any of the agreements (including the Commitment Letter) entered into in connection with Financing, the Debt Financing or any of the transactions contemplated hereby or thereby Commitment Letter or the performance of any services thereunder or related thereto shall be subject to the exclusive jurisdiction of any state or 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 for itself and its property with respect to any such Legal Proceeding legal proceeding to the exclusive jurisdiction of such court, (bii) agrees 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) 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 against them for any such legal proceeding brought in any such court, (iv) to waive and hereby waive, to the fullest extent permitted by 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 legal proceeding in any such court, (v) to waive and hereby waive any right to trial by jury in respect of any such legal proceeding, (vi) that 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 law, (vii) that any such Legal Proceeding legal proceeding shall be governed by by, and construed in accordance with, the laws of the State of New York (York, without giving effect regard to any the conflicts of law principles rules of such State that would result in the application of the laws of another state)any other State, (cviii) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding of any kind or description, whether in law 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 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 in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally 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 are beneficiaries of or relating to, this Agreement, the Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Sources will have and may enforce any liability to the Company cap or any of its Subsidiaries limitation on damages 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 remedies in this Agreement, the Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder Agreement and (hix) agrees that the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 (and such provisions shall not be amended in any way material to any Financing Source without the prior written consent of such Financing Source)agreements.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the parties hereto Company (on behalf of itself and each of its Affiliates their respective Subsidiaries) hereby: (ai) agrees that any Legal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, Action involving the a Financing SourcesSource, arising out of or relating to, this Agreement, the Debt Financing Committed Financing, the Commitment Letter or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing 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 thereof, and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding Action to the exclusive jurisdiction of such court, and such Action (bexcept 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)) agrees that any such 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 statejurisdiction), (cii) (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 or permit any of its Affiliates to bring or support any Legal Proceeding 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 Debt 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, (diii) agrees that service of process upon such party the Company or its Subsidiaries in any such Proceeding Action or proceeding shall be effective if notice is given in accordance with Section 10.413.7, (eiv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court, (fv) knowinglyKNOWINGLY, intentionally and voluntarily waives 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 the fullest extent permitted by applicable law trial by jury any special, consequential, punitive or indirect damages or damages of a tortious nature in any Legal Proceeding brought against the Financing Sources in any way arising out of or relating to, connection with this Agreement, the Debt 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 (g) agrees that none provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of the Financing Sources will have any liability to the Company AGCO or any of its Subsidiaries 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 against the Financing Sources with respect to or arising out of this Agreement, the Debt Financing, the Commitment Letter Committed Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder), and (hviii) agrees that 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, 13.5 134 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 (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 amended, modified, waived or terminated in any way adverse to the Financing Sources in any material to any Financing Source respect without the prior written consent of such the Financing Source)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 the parties hereto on behalf of itself and each of its Affiliates hereby: (a) agrees that any Legal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such 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 state), (c) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding of any kind or description, whether in law 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 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 in the Borough of Manhattan, New York, New York, (d) 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 such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court11.1, (f) knowingly, intentionally 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 Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Sources will have any liability to the Company or any of its Subsidiaries 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, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (h) agrees that the Financing Sources are express third third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 11.12 (and such provisions shall not be amended or waived in any way material to any the Financing Source Sources without the prior written consent of such the Financing SourceSources).. 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 Letters or other definitive agreement with respect to the Financing. [Signature Page Follows]

Financing Sources. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, each of the parties hereto party hereto, on behalf of itself itself, its Subsidiaries and each of its Affiliates hereby: controlled Affiliates, (ai) agrees that any Legal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, Action involving the Financing Sources, arising out of or relating to, to this Agreement, the Debt Financing or Transactions, the Financing, any of the agreements (including Alternative Financing, any Replacement Financing, the Commitment Letter) entered into , any other document related hereto or thereto or in respect of any oral or written representations made or alleged to be made in connection with the Debt Financing herewith or any of the transactions contemplated hereby therewith (whether in contract or thereby in tort, in law or the performance of any services thereunder in equity or 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 Legal Proceeding Action to the exclusive jurisdiction of such court, (bii) agrees that any such Legal Proceeding Action (except to the extent relating to the interpretation of any provisions of this Agreement (including any provision in any documentation related to the Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the laws of the State of Maryland)) 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 state), jurisdiction and (c) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding of any kind or description, whether in law 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 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 in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (fiii) knowingly, intentionally and voluntarily waives to the fullest fully extent permitted by applicable law trial by jury in any Legal Proceeding such Action brought against the Financing Sources in any way arising out of or relating to, this connection with Agreement, the Debt 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 thereunderoral or written representations made or alleged to be made in connection herewith or therewith (whether in contract or in tort, (g) agrees that none in law or in equity or otherwise). The provisions of the Financing Sources will have any liability this Section 9.14 shall inure to the Company or any of its Subsidiaries 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, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (h) agrees that the Financing Sources are express third party beneficiaries benefit of, and may enforcebe enforceable by, any each Financing Source, each of the provisions in this Agreement reflecting the foregoing agreements in which is hereby intended to be an express third-party beneficiary of this Section 10.15 and Section 8.2 9.14. (and such provisions shall not be amended in any way material to any Financing Source without the prior written consent The remainder of such Financing Sourcethis page is left blank.).

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto hereto, on behalf of itself and each of its Affiliates controlled Affiliates, hereby: (a) agrees that any Legal Proceeding, Proceeding (whether in law or in equity, whether in contract or in tort or otherwise), involving brought against any Financing Sources that provide Financing under clause (a) of the definition of “Financing” (a “Covered Financing SourcesParty” and such Financing, a “Covered Financing”) arising out of or relating to, to this Agreement, any Covered Financing, the Debt Financing or definitive documentation with respect to any of the agreements (including the Commitment Letter) entered into in connection with the Debt 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 in the Borough courts of ManhattanEngland and Wales (each such court, New Yorkthe “Subject Courts”), New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding to the exclusive jurisdiction of such court, (b) Subject Courts and agrees that any such Legal Proceeding 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 statejurisdiction shall govern), ; (cb) agrees not to bring or support or permit any of its 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 Debt 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 in the Borough of Manhattan, New York, New York, Subject Court; (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (ec) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Legal Proceeding in any such court, Subject Court; (fd) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Legal Proceeding brought against the any Covered Financing Sources Party in any way arising out of or relating to, to this Agreement, the Debt 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, ; (ge) agrees that none of the Covered Financing Sources Party will have any liability to the Company or Company, any of its Subsidiaries or any of its or their respective controlled 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 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 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 (hincluding 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 Covered Financing Parties relating to or in any way 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; (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 (g) agrees that (i) the Covered Financing Sources are Parties to which this 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, 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 10.15 and 11.14 (or, solely as they relate to such Section, any of the definitions of any terms used in this Section 8.2 (and such provisions 11.14) in a manner adverse to any Covered Financing Party shall not be amended in any way material effective as to any such Covered Financing Source Party without the prior written consent of such Covered Financing Source)Party. Notwithstanding anything contained herein to the contrary, nothing in this Section 11.14 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 Party is a party, including any definitive documentation governing any Covered Financing.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the parties hereto Company (on behalf of itself and each of its Affiliates their respective Subsidiaries) hereby: (ai) agrees that any Legal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, Action involving the a Financing SourcesSource, arising out of or relating to, this Agreement, the Debt Financing Committed Financing, the Commitment Letter or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing 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 thereof, and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding Action to the exclusive jurisdiction of such court, and such Action (bexcept 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)) agrees that any such 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 statejurisdiction), (cii) (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 or permit any of its Affiliates to bring or support any Legal Proceeding 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 Debt 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, (diii) agrees that service of process upon such party the Company or its Subsidiaries in any such Proceeding Action or proceeding shall be effective if notice is given in accordance with Section 10.413.7, (eiv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court, (fv) knowinglyKNOWINGLY, intentionally and voluntarily waives 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 the fullest extent permitted by applicable law trial by jury any special, consequential, punitive or indirect damages or damages of a tortious nature in any Legal Proceeding brought against the Financing Sources in any way arising out of or relating to, connection with this Agreement, the Debt 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 (g) agrees that none provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of the Financing Sources will have any liability to the Company AGCO or any of its Subsidiaries 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 against the Financing Sources with respect to or arising out of this Agreement, the Debt Financing, the Commitment Letter Committed Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder), and (hviii) agrees that 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 10.15 and Section 8.2 (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 amended, modified, waived or terminated in any way adverse to the Financing Sources in any material to any Financing Source respect without the prior written consent of such the Financing Source)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 parties hereto Company (on behalf of itself and each of its Affiliates their respective Subsidiaries) hereby: (ai) agrees that any Legal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, Action involving the a Financing SourcesSource, arising out of or relating to, this Agreement, the Debt Financing Committed Financing, the Commitment Letter or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing 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 thereof, and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding Action to the exclusive jurisdiction of such court, and such Action (bexcept 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)) agrees that any such 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 statejurisdiction), (cii) (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 or permit any of its Affiliates to bring or support any Legal Proceeding 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 Debt 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, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally 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 Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Sources will have any liability to the Company or any of its Subsidiaries 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, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (h) agrees that the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 (and such provisions shall not be amended in any way material to any Financing Source without the prior written consent of such Financing Source).

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto on behalf of itself and each of its Affiliates hereby: (a) agrees that any Legal ProceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including any Financing Letter) (the Commitment Letter“Financing Documents”) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding Action to the exclusive jurisdiction of such court, (b) agrees that any such Legal Proceeding Action shall be governed by the laws Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), (c) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding 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 Debt 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 in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding Action or proceeding shall be effective if notice is given in accordance with Section 10.411.1, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Legal Proceeding Action brought against the Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, the Commitment Letter Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Sources will have any liability to any of the Company Acquired Companies or any of its Subsidiaries their Subsidiaries, any Seller, the Sellers’ Representative 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, the Commitment Letter Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, and (h) agrees that the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 11.19 (and such provisions shall not be amended in any way material to any Financing Source without the prior written consent of such the any lenders under the Financing SourceDocuments). [The remainder of this page is intentionally blank. Signatures follow.]

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto on behalf of itself and each of its Affiliates herebyother Seller Related Party: (a) agrees that any Legal Proceeding, all actions (whether in law or in equity, equity and whether in tort, contract or in tort or otherwise) that may be based upon, involving the Financing Sources, arising arise out of or relating to, relate to this Agreement, the Debt Financing or any of the agreements (including the Commitment LetterFinancing Documents) entered into in connection with the Debt 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 in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, York and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding action to the exclusive jurisdiction of such court, (b) agrees that any and such Legal Proceeding 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 state)conflicts of laws, except as otherwise provided in the Commitment Letter or other applicable definitive document relating to the Financing, (cb) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Legal Proceeding of any kind or description, action (whether in law or in equity, equity and whether in tort, contract or in tort or otherwise) that may be based upon, against any Financing Source in any way arising arise out of or relating to, relate to this Agreement, the Debt 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 against any Financing Source in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (ec) irrevocably waives, to the fullest extent that it may effectively do sopermitted by law, the defense of an inconvenient forum to the maintenance of such Proceeding action in any such court, (fd) knowingly, intentionally irrevocably and voluntarily unconditionally waives to the fullest extent permitted by applicable law any right it may have to a trial by jury in any Legal Proceeding action brought against the Financing Sources in any way directly or indirectly arising out of of, under or relating to, in connection with this Agreement, the Debt Financing, the Commitment Letter Letter, any other definitive document related to the Financing or any of the transactions contemplated hereby or thereby Transactions or the performance of any services thereunder, (g) agrees that none of the Financing Sources will have any liability to the Company or any of its Subsidiaries 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, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (he) agrees that the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 (and such provisions shall not be amended in any way material to any Financing Source without the prior written consent of such Financing Source)10.15.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto Company on behalf of itself itself, its Subsidiaries and each of its Affiliates hereby: (a) agrees that any Legal Proceedingproceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing SourcesRelated Parties, arising out of or relating to, this Agreement, the Debt Financing Commitment Letter or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Legal Proceeding proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in the Debt Commitment Letter or other applicable definitive document relating to the Debt Commitment Letter, (c) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Legal Proceeding proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way arising out of or relating to, this Agreement, the Debt Financing, 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 in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party the Company, its Subsidiaries or its Affiliates in any such Proceeding or proceeding shall be effective if notice is given by registered or certified mail in accordance with Section 10.410.6, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Legal Proceeding proceeding brought against the Debt Financing Sources Related Parties in any way arising out of or relating to, this Agreement, the Debt Financing, the Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Debt Financing Sources Related Parties will have any liability to any of the Company Related Parties (for the avoidance of doubt, in each case, other than (x) the Parent and its permitted assigns in connection with the commitment letters governing the Debt Financing or any of the definitive agreements governing the Debt Financing and (y) the Parent and its Subsidiaries 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 subsidiaries following the Closing) relating to or arising out of this Agreement, the Debt Financing, the Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, whether in law or in equity, whether in contract or in tort or otherwise (except, after giving effect to the Closing Date, to the Company and its Subsidiaries party to the definitive agreements entered into with respect to the Debt Financing in accordance with the terms thereof) and (h) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in of Section 9.3(c) and this Section 10.23, and that such provisions of Section 9.3(c) and this Section 10.23 and the definitions of “Debt Financing Sources” and “Debt Financing Related Parties” (and any other provisions of this Agreement reflecting to the foregoing agreements in this Section 10.15 and Section 8.2 (and such provisions extent a modification thereof would directly affect the substance of any of the foregoing) shall not be amended in any way material adverse to any the Debt Financing Source Related Parties without the prior written consent of such the Debt Financing Source)Sources party to the Debt Commitment Letter. 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 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 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. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, each of the parties hereto Seller Party (on behalf of itself and the Target Companies and each of its Affiliates herebytheir respective stockholders, partners, members, Affiliates, directors, officers, employees, controlling persons and agents (collectively, the “Seller Related Parties”)) acknowledges and irrevocably agrees: (a) agrees that any Legal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Financing Sources, Source arising out of of, or relating to, this Agreement, the Debt Financing or any of the agreements (including Financing, the Commitment Letter) entered into in connection with , the Debt 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 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 Legal Proceeding to the exclusive jurisdiction of such court, courts; (b) agrees not to bring or authorize any of their respective Affiliates to bring any such 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 11.2 shall be effective service of process against them for any such Proceeding brought in any such court; (d) to waive and hereby waive, to the fullest extent permitted by applicable 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 in any other manner provided by applicable Law; (g) that any such Legal Proceeding shall be governed by by, and construed in accordance with the laws Laws of the State of New York (that apply to agreements made and performed entirely within the State of New York, without giving effect regard to any the conflicts of law principles that would result in the application of the laws of another state), (c) agrees not to bring provisions thereof or support or permit any of its Affiliates to bring or support any Legal Proceeding of any kind other jurisdiction; (h) and no Financing Source will have any Liability to any Seller Related Party, relating to or descriptionarising out of this Agreement, the Financing, the transactions contemplated hereby or thereby or otherwise, whether in law or in equity, whether in contract or in tort or otherwise, and none of Seller or any of its Affiliates will have any rights or claims against any Financing Source in any way arising out of hereunder or relating to, this Agreement, the 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 in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally 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 Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Sources will have any liability to the Company or any of its Subsidiaries 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, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder ; and (hi) agrees that the Financing Sources are express third party beneficiaries of, of and may enforce, enforce any of the provisions Liability cap or any limitation on Losses or remedies in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 (and such provisions shall not be amended in any way material to any Financing Source without the prior written consent of such Financing Source)Agreement.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto Parties on behalf of itself and each of its Affiliates hereby: (a) agrees that any Legal Proceeding, legal action (whether in law Law or in equity, whether in contract Contract or in tort or otherwise), involving the Financing Sources, arising out of or relating to, to this Agreement, the Debt Financing or any of Financing, the agreements (including the Debt Commitment Letter) entered into in connection with , the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto Party irrevocably submits itself and its property with respect to any such Legal Proceeding legal action to the exclusive jurisdiction of such court, (b) Subject Courts and agrees that any such Legal Proceeding dispute shall be governed by by, and construed in accordance with, the laws Laws of the State of New York York, except as otherwise set forth in the Debt Commitment Letter with respect to (i) the interpretation of the definition of Company Material Adverse Effect (and whether or not a Company Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “Company Representations” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result of any inaccuracy thereof the Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to Section 7.1(g) or decline to consummate the Closing as a result thereof pursuant to Section 6.2(a) and (iii) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any conflicts choice or conflict of law principles Law provision or rule that would result in cause the application of the laws Laws of another state)any other jurisdiction, (cb) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law Law or in equity, whether in contract Contract or in tort or otherwise), against any the Financing Source Sources in any way arising out of or relating to, to this Agreement, the Debt Financing, the Debt Commitment Letter Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (ec) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding legal action in any such courtSubject Court, (fd) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law Law trial by jury in any Legal Proceeding legal action brought against the Financing Sources in any way arising out of or relating to, to this Agreement, the Debt Financing, the Debt Commitment Letter Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (ge) agrees that none of the Financing Sources will have any liability to any of the Company Parties or any of its Subsidiaries 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, the Debt Commitment Letter Letter, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of the Company Parties or any of their respective Affiliates shall bring or support any legal action (hincluding 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 (g) agrees (i) that the Financing Sources are express third party beneficiaries of, and may enforce, 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 10.15 8.16 and/or Section 7.4) and (ii) to the extent any amendments to any provision of this Section 8.16 and Section 8.2 7.4 (and or, solely as they relate to such Section, the definitions of any terms used in this Section 8.16 and/or Section 7.4) are materially adverse to the Financing Sources, such provisions shall not be amended in any way material to any Financing Source without the prior written consent of such the Financing Source)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.

Financing Sources. Notwithstanding anything in this Agreement to the contrarycontrary herein, each of Omega and the parties hereto Direct Sellers on behalf of itself and each of its Affiliates hereby: (a) agrees that any Legal Proceeding, legal action (whether in law Law or in equity, whether in contract Contract or in tort or otherwise), involving the any Financing SourcesSource Related Party, arising out of or relating to, to this Agreement, the Debt any Financing or any of the agreements (including the Commitment Letterother than equity financing) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any the courts of the State of New York and the federal or state court 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 from 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 Legal Proceeding legal action to the exclusive jurisdiction of such court, (b) Subject Courts and agrees that any such Legal Proceeding dispute shall be governed by by, and construed in accordance with, the laws Laws of the State of New York York, except as otherwise set forth in any commitment letter in respect of such Financing (other than equity financing) with respect to (i) the 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 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 (ii) the determination of whether the US/NL Closing or the JV Holdco Closing (as applicable) has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any conflicts choice or conflict of law principles Law provision or rule that would result in cause the application of the laws Laws of another state)any other jurisdiction, (cb) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law Law or in equity, whether in contract Contract or in tort or otherwise), against any Financing Source Related Party in any way arising out of or relating to, to this Agreement, the Debt 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 in any forum other than any federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (ec) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding legal action in any such courtSubject Court, (fd) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law Law trial by jury in any Legal Proceeding legal action brought against the any Financing Sources Source Related Party in any way arising out of or relating to, to this Agreement, the Debt 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, (ge) agrees that none of the no Financing Sources Source Related Party will have any liability to the Company or any of its Subsidiaries Omega or any of the Direct Sellers or their respective shareholders or 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, 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 and that none of Omega or the Direct Sellers or any of their respective Affiliates or shareholders shall bring or support any legal action (hincluding 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 (g) agrees (i) that the any Financing Sources Source Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting Section 8.16 (or the foregoing agreements definitions of any terms used in this Section 10.15 8.16) and (ii) to the extent any amendments to any provision of this Section 8.2 8.16 (and or, solely as they relate to such Section, the definitions of any terms used in this Section 8.16) are materially adverse to any Financing Source Related Party, such provisions shall not be amended in any way material to any Financing Source without the prior written consent of such each applicable Financing Source). 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.

Financing Sources. Notwithstanding anything in this Agreement herein to the contrary, each of the parties hereto Parties, on behalf of itself and each of its Affiliates hereby: Affiliates, hereby (ai) agrees that it will not bring or support any Legal Proceedingaction, 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 the Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Commitment LetterLetter and any other Financing Document) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of in any federal or state court forum other than exclusively in the Borough Supreme Court of Manhattan, the State of New York, County of New York, so long as such forum or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and remains available, appellate courts thereof) and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding proceeding to the exclusive jurisdiction of such courtcourts, (bii) agrees that any such Legal Proceeding proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state)) to the extent specified therein, (c) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding of any kind or description, whether in law 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 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 in the Borough of Manhattan, New York, New York, (diii) agrees that service of process upon such party Person in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.412.01, (eiv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding proceeding in any such court, (fv) knowingly, intentionally and voluntarily waives waives, to the fullest extent permitted by applicable law Law, trial by jury in any Legal Proceeding proceeding brought against the Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, the Commitment Letter Letter, any Financing Document or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (gvi) agrees that notwithstanding anything to the contrary contained in the other provisions of this Section 12.16 (each of which shall be subject to this clause (vi)), none of the Financing Sources will have any liability to Seller, the Company or any of its Subsidiaries or Company, any of their respective Affiliates or Representatives any of their or their respective currentAffiliates’ respective stockholders, former or future partners, members, officers, directors, employees, agentscontrolling persons, representatives, stockholders, limited partners, managers, members agents and Representatives shall have any rights or partners claims against the Financing Sources relating to or arising out of this Agreement, the Debt Financing, the Commitment Letter Letter, any Financing Document or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, whether at law or equity, in contract, in tort or otherwise, and (hvii) agrees that the Financing Sources are express third third-party beneficiaries of, and may enforce, any of the provisions in this Agreement herein reflecting the foregoing agreements in this Section 10.15 and Section 8.2 12.16 (and such provisions shall not be amended in any way material respect that is adverse to any Financing Source without the prior written consent of such Financing Source). [Signatures on next page(s).]

Financing Sources. Notwithstanding anything in this Agreement herein to the contrary, each of the parties hereto on behalf of itself acknowledge and each of its Affiliates hereby: irrevocably agree (a) agrees that any Legal ProceedingProceeding (which term, for purposes of this Section 7.17, shall also be deemed to include any claim, complaint, formal investigation or other legal proceeding before or by any Governmental Entity), whether in law or in equity, whether in contract or in tort or otherwise, involving in which the Financing Sources, Sources are a party arising out of of, or relating to, this Agreementthe transactions contemplated hereby, the Debt Financing Commitment Letter, the Debt Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder or related thereto shall be subject to the exclusive jurisdiction of any state or 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 for itself and its property with respect to any such Legal Proceeding to the exclusive jurisdiction of such court, (b) 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 against them for any such Legal Proceeding brought in any such court, (d) to waive and hereby waive, to the fullest extent permitted by Legal Requirements, 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 Legal Proceeding in any such court, (e) to waive and hereby waive any right to trial by jury in respect of any such Legal Proceeding, (f) that 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 such Legal Proceeding shall be governed by by, and construed in accordance with, the laws of the State of New York (York, without giving effect regard to any the conflicts of law principles rules of such State that would result in the application of the laws of another state)any other State, (ch) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding of any kind or description, whether in law 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 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 in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally 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 are beneficiaries of or relating to, this Agreement, the Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Sources will have and may enforce any liability to the Company cap or any of its Subsidiaries limitation on damages or any of their respective Affiliates or Representatives any of their respective currentremedies in this Agreement (including, former or future officerswithout limitation, directors, employees, agents, representatives, stockholders, limited partners, managers, members or partners relating to or arising out of this Agreement, the Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder Section 6.4) and (hi) agrees that the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements set forth in this Section 10.15 7.17; 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 Section 8.2 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 Company have caused this Agreement to be executed as of the date first written above. Bulldog Holdings, LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President Bulldog Acquisition Sub, Inc., a Delaware corporation By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President Blackboard Inc., a Delaware corporation By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Business Officer Signature Page to Agreement and Plan of Merger 52 Exhibit A Certain Definitions For purposes of the Agreement (and such provisions shall not be amended in any way material to any Financing Source without the prior written consent of such Financing Source).including this Exhibit A):

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto on behalf of itself and each of its Affiliates herebyhereto: (a) agrees that any Legal Proceeding, all actions (whether in law or in equity, equity and whether in tort, contract or in tort or otherwise) that may be based upon, involving the Financing Sources, arising arise out of or relating to, relate to this Agreement, the Debt Financing or any of the agreements (including the Debt Financing Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against the Debt Financing Sources shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, York and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding action to the exclusive jurisdiction of such court, and such action (bexcept 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 Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of the Delaware)) agrees that any such Legal Proceeding shall be governed by the laws Laws of the State of New York (without giving effect to any York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law principles that would result in the application of the laws of another state)laws, (cb) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Legal Proceeding of any kind or description, action (whether in law or in equity, equity and whether in tort, contract or in tort or otherwise) that may be based upon, against any Financing Source in any way arising arise out of or relating to, relate to this Agreement, the Debt Financing, Financing or any of the agreements (including the Debt 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 against any Debt Financing Source in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (ec) irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding action in any such court, (fd) knowingly, intentionally irrevocably and voluntarily unconditionally waives to the fullest extent permitted by applicable law Law any right it may have to a trial by jury in any Legal Proceeding action brought against the Debt Financing Sources in any way directly or indirectly arising out of of, under or relating to, in connection with this Agreement, the Debt Financing, the Debt Financing Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Sources will have any liability to the Company or any of its Subsidiaries 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, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (he) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 (and such provisions shall not be amended in any way material to any Financing Source without the prior written consent of such Financing Source)8.17.

Financing Sources. Notwithstanding anything in this Agreement herein to the contrary, each of the parties hereto Seller Parties, on behalf of the Seller Related Parties, and each other Party, on behalf of itself and each of its Affiliates hereby: Affiliates, hereby (a) agrees that it will not bring or support any Legal Proceedingaction, 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 the Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Commitment LetterLetter and any other Financing Document) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of in any federal or state court forum other than exclusively in the Borough Supreme Court of Manhattan, the State of New York, County of New York, so long as such forum or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and remains available, appellate courts thereof) and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding proceeding to the exclusive jurisdiction of such courtcourts, (b) agrees that any such Legal Proceeding proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), (c) agrees not to bring or support or permit any of its Affiliates to bring or support any 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 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 in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party Person in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.49.8, (ed) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding proceeding in any such court, (fe) knowingly, intentionally and voluntarily waives waives, to the fullest extent permitted by applicable law Law, trial by jury in any Legal Proceeding proceeding brought against the Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, the Commitment Letter Letter, any Financing Document or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (gf) agrees that none of notwithstanding anything to the contrary contained herein, no Seller Related Party shall have any rights or claims against the Financing Sources will have any liability to the Company or any of its Subsidiaries 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, the Commitment Letter Letter, any Financing Document or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, whether at law or equity, in contract, in tort or otherwise, and (hg) agrees that the Financing Sources are express third third-party beneficiaries of, and may enforce, any of the provisions in this Agreement herein reflecting the foregoing agreements in this the last sentence of Section 10.15 9.5 and in Section 8.2 9.10 (and such provisions shall not be amended in any way material respect that is materially adverse to any the Financing Source Sources without the prior written consent of such the Financing SourceSources).

Financing Sources. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, each of the parties hereto on behalf of itself and each of its Affiliates herebyhereto: (a) agrees that any Legal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such 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 state), (c) agrees it will not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Financing Source Sources in any way arising out of or relating to, to this Agreement, the Debt 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 or relating in any way to the performance of any services thereunder Debt Financing, in any forum other than any the federal or state court and New York State courts located in the Borough of Manhattan, Manhattan of the City of New York, New York, ; (db) agrees that service all claims or causes of process upon such party action (whether at law, in equity, in contract, in tort or otherwise) against any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally 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 relating to the Debt Financing shall be exclusively governed by, and construed in accordance with, the Laws of the State of New York; and (c) 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, (d) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating to, this Agreement, in any way to the Debt Financing, (e) that service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in any applicable agreement pertaining to the Commitment Letter Debt Financing will be effective service of process against them for any such legal action or proceeding brought in any such court, and (f) agrees that no Financing Source shall be subject to special, consequential, punitive or indirect damages or damages of a tortious nature. Notwithstanding anything to the contrary contained in this Agreement, (i) the Company and its Subsidiaries, their Affiliates, their and their Affiliates’ directors, officers, employees, agents, partners, managers, members or stockholders shall not have any rights or claims against any Financing Source, in any way relating to this Agreement or any of the transactions contemplated hereby by this Agreement, or thereby in respect of any, or the performance in respect of any services thereunderoral 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, whether at law or equity, in contract, in tort or otherwise and (gii) agrees that none of the no Financing Sources will Source shall have any liability (whether in contract, in tort or otherwise) to the Company or any of and its Subsidiaries or any of Subsidiaries, their respective Affiliates or Representatives any of Affiliates, their respective currentand their Affiliates’ directors, former or future officers, directors, employees, agents, representatives, stockholders, limited partners, managers, members or partners relating stockholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (h) agrees that the Financing Sources are express third intended third-party beneficiaries of, and may enforceshall be entitled to the protections of, any this ‎Section 8.17. [The remainder of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 (and such provisions shall not be amended in any way material to any Financing Source without the prior written consent of such Financing Source)page is intentionally left blank.]

Financing Sources. Notwithstanding anything in this Agreement herein to the contrary, each of the parties hereto hereto, on behalf of itself and each of its Affiliates hereby: Affiliates, hereby (a) agrees that it will not bring or support, or permit any Legal 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 any of the Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Commitment LetterLetter and any other Financing Document) entered into in connection with the Debt 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 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 Legal Financing Source Proceeding to the exclusive jurisdiction of such courtcourts; and irrevocably and unconditionally waives any objection to the laying of venue of any Financing Source Proceeding brought in any such court or any claim that any Financing Source Proceeding brought in any such court has been brought in an inconvenient forum, (b) agrees that any such Legal Financing Source Proceeding shall be governed by by, and construed in accordance with, the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), (c) agrees not that service of process upon such Person in any Financing Source Proceeding shall be effective if notice is given in accordance with Section 11.1, (d) knowingly, intentionally and voluntarily waives, to bring the fullest extent permitted by Applicable Law, trial by jury in any Financing Source Proceeding, (e) agrees that notwithstanding anything to the contrary contained herein, none of the Financing Sources will have any obligation or support or permit liability, on any theory of liability, to any of the Company, any of its Affiliates or any of their respective stockholders, partners, members, officers, directors, employees, controlling persons, agents or other Representatives, and 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 Sources, in each case, in any way relating to bring or support arising out of this Agreement, the Financing, the Commitment Letter, any Legal Proceeding Financing Document or any of the transactions contemplated hereby or thereby or the performance of any kind or descriptionservices thereunder, 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 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 in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, and (f) knowingly, intentionally 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 Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Sources will have any liability to the Company or any of its Subsidiaries 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, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (h) agrees that the Financing Sources are express third third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 (and such provisions shall not be amended in any way material to any Financing Source without the prior written consent of such Financing Source).and

Financing Sources. Notwithstanding anything in this Agreement to the contrary, Seller and each of the parties hereto Seller Related Party, on behalf of itself and each of its Affiliates Subsidiaries, hereby: (ai) agrees that any Legal ProceedingAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Financing SourcesSource, arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding Action to the exclusive jurisdiction of such court, and such Action (bexcept to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of New York)) agrees that any such 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 statejurisdiction), (cii) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding 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 Debt 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 in the Borough of Manhattan, New York, New York, (diii) agrees that service of process upon such party Seller or its Subsidiaries in any such Proceeding Action or proceeding shall be effective if notice is given in accordance with Section 10.411.01, (eiv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court, (fv) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law Applicable Law all rights of trial by jury in any Legal Proceeding Action brought against the Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, the Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (gvi) agrees that none no Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of the a tortious nature, (vii) agrees that no Financing Sources Source will have any liability to the Company Seller or any Seller Related Party (for the avoidance of its Subsidiaries or any of doubt, other than the Buyer Parties and 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 Affiliates) in connection with this Agreement, the Debt 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, (viii) agrees that neither Seller nor any Seller Related Party shall be entitled to seek specific performance of the Commitment Letter; provided that nothing herein shall affect the rights of the Buyer Parties and their Affiliates against the Financing Sources with respect to the Financing or any of the transactions contemplated hereby or any services thereunder and (hix) agrees that the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 11.14 and that neither this Section 8.2 11.14 (and nor any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provisions other provision would materially modify the substance of this Section 11.14) shall not be amended in any way material materially adverse to any the Financing Source Sources without the prior written consent of such the Financing Source)Parties.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto on behalf of itself and each of its Affiliates hereby: (a) agrees that any Legal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment LetterLetter and any Debt Financing Agreement) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such 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 state), (c) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding of any kind or description, whether in law 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 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 in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.412.10, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Legal Proceeding brought against the Financing Sources in any way arising out of or relating to, this Agreement, the 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, (g) agrees that none of the Financing Sources will shall have any liability to the Company or any of its Subsidiaries 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 Letter, any Debt Financing Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (h) agrees that the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 12.13 (and such provisions shall not be amended in any way material to any the Financing Source Sources without the prior written consent of such the any lenders under the Financing SourceDocuments).

Financing Sources. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, each of the parties hereto Seller Party (on behalf of itself and the Target Companies and each of its Affiliates herebytheir respective stockholders, partners, members, Affiliates, directors, officers, employees, controlling persons and agents (collectively, the “Seller Related Parties”)) acknowledges and irrevocably agrees: (a) agrees that any Legal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Financing Sources, Source arising out of of, or relating to, this Agreement, the Debt Financing or any of the agreements (including Financing, the Commitment Letter) entered into in connection with , the Debt 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 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 Legal Proceeding to the exclusive jurisdiction of such court, courts; (b) agrees not to bring or authorize any of their respective Affiliates to bring any such 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 11.2 shall be effective service of process against them for any 95 such Proceeding brought in any such court; (d) to waive and hereby waive, to the fullest extent permitted by applicable 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 in any other manner provided by applicable Law; (g) that any such Legal Proceeding shall be governed by by, and construed in accordance with the laws Laws of the State of New York (that apply to agreements made and performed entirely within the State of New York, without giving effect regard to any the conflicts of law principles that would result in the application of the laws of another state), (c) agrees not to bring provisions thereof or support or permit any of its Affiliates to bring or support any Legal Proceeding of any kind other jurisdiction; (h) and no Financing Source will have any Liability to any Seller Related Party, relating to or descriptionarising out of this Agreement, the Financing, the transactions contemplated hereby or thereby or otherwise, whether in law or in equity, whether in contract or in tort or otherwise, and none of Seller or any of its Affiliates will have any rights or claims against any Financing Source in any way arising out of hereunder or relating to, this Agreement, the 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 in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally 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 Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Sources will have any liability to the Company or any of its Subsidiaries 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, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder ; and (hi) agrees that the Financing Sources are express third party beneficiaries of, of and may enforce, enforce any of the provisions Liability cap or any limitation on Losses or remedies in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 (and such provisions shall not be amended in any way material to any Financing Source without the prior written consent of such Financing Source).Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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 the parties hereto to this Agreement on behalf of itself and each of its Affiliates hereby: (a) agrees that any Legal Proceeding, legal action involving the Financing Sources (whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources, ) arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal or state court of the United States of America, in the Borough of Manhattaneach case, sitting in New York, New York, so long as such forum is and remains available, York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding action to the exclusive jurisdiction of such court, (b) court and agrees that any such Legal Proceeding dispute shall be governed by by, and construed in accordance with, the laws Laws of the State of New York (provided, however, that notwithstanding the forgoing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, it is understood and agreed that (A) the interpretation of the definition of Material Adverse Effect (and whether or not a Material Adverse Effect has occurred), (B) the determination of the accuracy of any “specified acquisition agreement representation” (as such term or similar term may be defined in any 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 (C) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, shall in each case be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any conflicts choice or conflict of law principles provision or rule that would result in cause the application of the laws Laws of another stateany other jurisdiction), (cb) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against any the Financing Source Sources in any way arising out of or relating to, to this Agreement, the Debt 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 in the Borough of Manhattan, New York, New YorkSubject Court, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (ec) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding action in any such courtSubject Court, (fd) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law legal requirements trial by jury in any Legal Proceeding legal action brought against the Financing Sources in any way arising out of or relating to, to this Agreement, the Debt Financing, the Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (ge) agrees that none of the Financing Sources will have any liability to the Company or any of its Subsidiaries Sellers 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, the Commitment Letter 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, against any of the Financing Sources relating to or in any way arising out of this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (hf) 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 (g) agrees (x) that the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting Section 12.17 (and the foregoing agreements definitions of any terms used in this Section 10.15 12.17) and (y) to the extent any amendments to any provision of this Section 8.2 12.17 (and or, solely as they relate to such Section, the definitions of any terms used in this Section 12.17) are materially adverse to the Financing Sources, such provisions shall not be amended in any way material to any Financing Source without the prior written consent of the Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 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 Source and such Financing Source)party.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto on behalf of itself Parties and each of its their respective Affiliates hereby: (ai) agrees that any Legal Proceeding, all actions (whether in law or in equity, equity and whether in tort, contract or in tort or otherwise) that may be based upon, involving the Financing Sources, arising arise out of or relating to, relate to this Agreement, the Debt Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing Agreement or any of the transactions contemplated hereby or thereby or involving the performance of any services thereunder Financing Source Related Parties shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, York and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding action to the exclusive jurisdiction of such court, (b) agrees that any and such Legal Proceeding 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 state)conflicts of laws, (cii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Legal Proceeding of any kind or description, action (whether in law or in equity, equity and whether in tort, contract or in tort or otherwise) that may be based upon, against any Financing Source in any way arising arise out of or relating to, relate to this Agreement, the Debt Financing, the Commitment Letter Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against any Financing Source Related Party in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (eiii) irrevocably waives, to the fullest extent that it may effectively do sopermitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding action in any such court, (fiv) knowingly, intentionally irrevocably and voluntarily unconditionally waives to the fullest extent permitted by applicable law Law any right it may have to a trial by jury in any Legal Proceeding action brought against the Financing Sources in any way directly or indirectly arising out of of, under or relating to, in connection with this Agreement, the Debt Financing, the Commitment Letter Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (gvi) agrees that none of the Financing Sources Source Related Parties will have any liability to the Seller, each of the Group Company or any of its respective Subsidiaries or 106 | any of their respective controlled Affiliates or Representatives any of their respective current(in each case, former or future officers, directors, employees, agents, representatives, stockholders, limited partners, managers, members or partners other than Purchaser and its Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, the Commitment Letter Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (whether in law or in equity and whether in tort, contract or otherwise) (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of the Group Company against the Financing Source Related Parties with respect any of the transactions contemplated thereby or any services thereunder following the Closing) and (hvi) agrees that the Financing Sources Source Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 (and such provisions shall not be amended in any way material to any Financing Source without the prior written consent of such Financing Source).9.16. 107 |

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto on behalf of itself and each of its Affiliates hereby: (a) agrees that any Legal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such 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 state), (c) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding of any kind or description, whether in law 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 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 in the Borough of Manhattan, New York, New York, (d) 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 such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court11.1, (f) knowingly, intentionally 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 Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Sources will have any liability to the Company or any of its Subsidiaries 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, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (h) agrees that the Financing Sources are express third third-party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 11.12 (and such provisions shall not be amended or waived in any way material to any the Financing Source Sources without the prior written consent of such the Financing SourceSources). 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 Letters or other definitive agreement with respect to the Financing.

Financing Sources. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, each of the parties hereto Acquired Companies and Seller, on behalf of itself themselves and each of its their respective former, current or future general or limited partners, stockholders, managers, members, directors, officers, employees, Affiliates hereby: or agents (the foregoing, collectively the “Acquired Company Related Parties”), hereby (a) agrees acknowledge that none of the Financing 117 Sources shall have any Legal Proceedingliability under this Agreement or for any claim based on, in respect of, or by reason of, the Transactions, including any dispute related to, or arising from, the Financing, the Commitment Letter or the performance thereof, (b) waive any rights or claims against any of the Financing Sources in connection with this Agreement, the Financing or the Commitment Letter, whether in at law or in equity, whether in contract or contract, in tort or otherwise, involving and (c) 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 Financing Source in connection with this Agreement, the Financing, the Commitment Letter or the Transactions. With respect to any dispute or proceeding relating to the Financing SourcesSources and this Agreement or any of the Transactions, including any dispute arising out of or relating to, this Agreement, in any way to the Debt Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance thereof, the Acquired Companies and Seller, on behalf of any services thereunder shall be subject themselves and the other Acquired Company Related Parties, (i) 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 from 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 Legal Proceeding to litigation may be heard and determined only in the exclusive jurisdiction of such courtApplicable Courts, (bii) agrees that any such 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 state), (c) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding of any kind or description, whether in law 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 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 in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (e) irrevocably waiveswaive, to the fullest extent that it may effectively legally do so, any objection which they may now or hereafter have to the laying of venue of any proceeding in any Applicable Court, (iii) waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such Proceeding proceeding in any Applicable Court, (iv) irrevocably and unconditionally waive any right to a trial by jury, and (v) agree that a final judgment in any such court, (f) knowingly, intentionally proceeding shall be conclusive and voluntarily waives to may be enforced in other jurisdictions by suit on 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 Debt Financing, the Commitment Letter judgment or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Sources will have any liability to the Company or any of its Subsidiaries 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, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (h) agrees that the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 (and such provisions shall not be amended in any way material to any Financing Source without the prior written consent of such Financing Source)other manner provided by law.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto Company on behalf of itself and its Subsidiaries and each of its their controlled Affiliates hereby: (a) agrees that any Legal Proceedingaction, whether in law controversy, dispute, claim, suit or in equityproceeding of any kind or description, whether in contract or in tort or otherwise, involving the Financing Sources, arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, York and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding action, suit or proceeding to the exclusive jurisdiction of such court, ; (b) agrees that any such Legal Proceeding action, suit or proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter or other applicable definitive document agreement relating to any debt financing; (c) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Legal Proceeding action, suit or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way arising out of or relating to, to this Agreement, the Debt Financingany debt financing, the Commitment Letter any commitment letter 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 in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding action, suit or proceeding in any such court, ; (fe) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Legal Proceeding action, suit or proceeding brought against the Financing Sources in any way arising out of or relating to, this Agreement, to the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, ; (gf) agrees that none of the Financing Sources will have any liability to the Company or any of its Subsidiaries 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, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder, whether in law or in equity, whether in contract or in tort or otherwise, (g) (i) waives any claims or rights against any Financing Source relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, (ii) agrees not to bring or support any suit, action or proceeding against any Financing Source in connection with this Agreement, the Debt Financing, the Debt Commitment Letter and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, and (iii) agrees to cause any suit, action or proceeding asserted against any Financing Source by or on behalf of the Company, any of its Subsidiaries or each of their controlled Affiliates in connection with this Agreement, the Debt Financing, the Debt Commitment Letter and the transactions contemplated hereby and thereby to be dismissed or otherwise terminated, (h) agrees that (and each other party hereto agrees that) the Financing Sources are express third party beneficiaries of, and may enforce, enforce any of the provisions in of this Section 12.17; and (i) agrees that the provisions of this Section 12.17, Sections 11.5(c), 12.11 and 12.14 and the definitions of “Financing Sources” (and any other provisions of this Agreement reflecting to the foregoing agreements in this Section 10.15 and Section 8.2 (and such provisions extent a modification thereof would affect the substance of any of the foregoing) shall not be amended in any way material materially adverse to any the Financing Source Sources without the prior written consent of such the Financing Source).Sources. Notwithstanding the foregoing, nothing in this Section 12.17 shall in any way limit or modify the rights and obligations of Parent (on behalf of itself, its Affiliates (including, from and after the Closing, the Company and its Subsidiaries) and its Affiliates’ respective officers, directors, equity holders, employees and agents) under this Agreement or any Financing Sources’ obligations to Parent under the Debt Commitment Letter. 103

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the parties hereto Company (on behalf of itself and each of its Affiliates their respective Subsidiaries) hereby: (ai) agrees that any Legal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, Action involving the a Financing SourcesSource, arising out of or relating to, this Agreement, the Debt Financing Committed Financing, the Commitment Letter or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing 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 thereof, and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding Action to the exclusive jurisdiction of such court, and such Action (bexcept 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)) agrees that any such 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 statejurisdiction), (cii) (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 or permit any of its Affiliates to bring or support any Legal Proceeding 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 Debt 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, (diii) agrees that service of process upon such party the Company or its Subsidiaries in any such Proceeding Action or proceeding shall be effective if notice is given in accordance with Section 10.413.7, (eiv) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court, (fv) knowinglyKNOWINGLY, intentionally and voluntarily waives 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 the fullest extent permitted by applicable law trial by jury any special, consequential, punitive or indirect damages or damages of a tortious nature in any Legal Proceeding brought against the Financing Sources in any way arising out of or relating to, connection with this Agreement, the Debt 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 (g) agrees that none provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of the Financing Sources will have any liability to the Company AGCO or any of its Subsidiaries 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 against the Financing Sources with respect to or arising out of this Agreement, the Debt Financing, the Commitment Letter Committed Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder), and (hviii) agrees that 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, 13.5 133 and 13.8 and this Section 13.16, and any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 (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 amended, modified, waived or terminated in any way adverse to the Financing Sources in any material to any Financing Source respect without the prior written consent of such the Financing Source)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 the parties hereto Parties on behalf of itself and each of its Affiliates hereby: (a) agrees that any Legal Proceeding, legal action (whether in law Law or in equity, whether in contract Contract or in tort or otherwise), involving the Financing Sources, arising out of or relating to, to this Agreement, the Debt Capital Financing, the Financing or any of the agreements (including the Commitment Letter) entered into in connection with Letters, the 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 thereof (each such court, the “Subject Courts”) and each party hereto Party irrevocably submits itself and its property with respect to any such Legal Proceeding legal action to the exclusive jurisdiction of such court, (b) Subject Courts and agrees that any such Legal Proceeding dispute shall be governed by by, and construed in accordance with, the laws Laws of the State of New York York, except as otherwise set forth in the Financing Commitment Letters, with respect 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 “specified acquisition agreement representation” (as such term or similar term is defined in the Financing Commitment Letters) and whether as a result of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to Section 10.1(c)(ii) or decline to consummate the Closing as a result thereof pursuant to Section 9.2(b), (c) or (d) and (iii) the determination of 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 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 state)any other jurisdiction, (cb) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law Law or in equity, whether in contract Contract or in tort or otherwise), against any the Financing Source Sources in any way arising out of or relating to, to this Agreement, the Debt 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 in any forum other than any federal or state court in the Borough of Manhattan, New York, New YorkSubject Court, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (ec) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding legal action in any such courtSubject Court, (fd) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law Law trial by jury in any Legal Proceeding legal action brought against the Financing Sources in any way arising out of or relating to, to this Agreement, the Debt 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, (ge) agrees that none of the Financing Sources will have any liability to the Company or any of its Company, the Company’s Subsidiaries 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 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 and that none of the Company, the Company’s Subsidiaries or any of their respective Affiliates shall bring or support any legal action (hincluding 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 (g) agrees that (i) the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in Section 10.3(g), this Section 10.15 11.11 and Section 8.2 11.14 (or the definitions of any terms used in such sections) and (ii) to the extent any amendments to any provision of Section 10.3(g), this Section 11.11 and Section 11.14 (or, solely as they relate to such sections, the definitions of any terms used in such sections) are materially adverse to the Financing Sources, such provisions shall not be amended in any way material to any Financing Source without the prior written consent of such the Financing Source)Sources party to the Financing Commitment Letters. Notwithstanding anything contained herein to the contrary, nothing in this Section 11.11 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 Commitment Letters.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto on behalf of itself and each of its Affiliates herebyhereto: (a) agrees that any Legal Proceeding, all actions (whether in law or in equity, equity and whether in tort, contract or in tort or otherwise) that may be based upon, involving the Financing Sources, arising arise out of or relating to, relate to this Agreement, the Debt Financing or any of the agreements (including the Debt Financing Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder against the Debt Financing Sources shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, York and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding action to the exclusive jurisdiction of such court, and such action (bexcept 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 Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of the Delaware)) agrees that any such 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 York, regardless of the laws that might otherwise govern under applicable principles of another state)conflicts of laws, (cb) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Legal Proceeding of any kind or description, action (whether in law or in equity, equity and whether in tort, contract or in tort or otherwise) that may be based upon, against any Financing Source in any way arising arise out of or relating to, relate to this Agreement, the Debt Financing, Financing or any of the agreements (including the Debt 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 against any Debt Financing Source in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.4, (ec) irrevocably waives, to the fullest extent that it may effectively do sopermitted by law, the defense of an inconvenient forum to the maintenance of such Proceeding action in any such court, (fd) knowingly, intentionally irrevocably and voluntarily unconditionally waives to the fullest extent permitted by applicable law any right it may have to a trial by jury in any Legal Proceeding action brought against the Debt Financing Sources in any way directly or indirectly arising out of of, under or relating to, in connection with this Agreement, the Debt Financing, the Debt Financing Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Sources will have any liability to the Company or any of its Subsidiaries 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, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (he) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 (and such provisions shall not be amended in any way material to any Financing Source without the prior written consent of such Financing Source)8.17.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of Trimble and the parties hereto Company (on behalf of itself and each of its Affiliates their respective Subsidiaries) hereby: (a1) agrees that any Legal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, Action involving the a Financing SourcesSource, arising out of or relating to, this Agreement, the Debt Financing Committed Financing, the Commitment Letter or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing 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 thereof, and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding Action to the exclusive jurisdiction of such court, and such Action (bexcept 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)) agrees that any such 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 statejurisdiction), (c2) (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 or permit any of its Affiliates to bring or support any Legal Proceeding 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 Debt 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, (d3) agrees that service of process upon such party the Company or its Subsidiaries in any such Proceeding Action or proceeding shall be effective if notice is given in accordance with Section 10.413.7, (e4) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court, (f5) knowinglyKNOWINGLY, intentionally and voluntarily waives 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, (6) agrees that no Financing Source shall be subject to the fullest extent permitted by applicable law trial by jury any special, consequential, punitive or indirect damages or damages of a tortious nature in any Legal Proceeding brought against the Financing Sources in any way arising out of or relating to, connection with this Agreement, the Debt Committed Financing or the Commitment Letter, (7) 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 (g) agrees that none provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of the Financing Sources will have any liability to the Company AGCO or any of its Subsidiaries 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 against the Financing Sources with respect to or arising out of this Agreement, the Debt Financing, the Commitment Letter Committed Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder thereunder), and (h) 8) agrees that 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 10.15 and Section 8.2 (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 amended, modified, waived or terminated in any way adverse to the Financing Sources in any material to any Financing Source respect without the prior written consent of such the Financing Source)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 the parties hereto on behalf of itself and each of its Affiliates hereby: (a) agrees that any Legal Proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Legal 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 state), (c) agrees not to bring or support or permit any of its Affiliates to bring or support any Legal Proceeding of any kind or description, whether in law 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 Debt Financing, 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 in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon such party in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.49.04, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally 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 Debt Financing, 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, (g) agrees that none of the Financing Sources will have any liability to the Company or any of its Subsidiaries 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, 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 and (h) agrees that the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 9.13 (and such provisions shall not be amended in any way material to any the Financing Source Sources without the prior written consent of the any lenders providing such Financing SourceDebt Financing).

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto Parent, on behalf of itself and each of its Affiliates controlled Affiliates, hereby: (a) agrees that any Legal Proceedinglegal proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the any Debt Financing Sources, Source Related Party arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (a “Debt Financing Action”) shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and 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 Legal Proceeding Debt Financing Action to the exclusive jurisdiction of such court, and such Debt Financing Action (bexcept to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing (including the Debt Commitment Letter)) agrees that any expressly specifies that the interpretation of such Legal Proceeding 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 statejurisdiction), (cb) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Legal Proceeding Debt Financing Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party as the case may be, in any way arising out of or relating to, to this Agreement, the Debt 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 in the Borough of Manhattan, New York, New York, (dc) agrees that service of process upon such party Parent or its controlled Affiliates in any such Proceeding Debt Financing Action or proceeding shall be effective if notice is given in accordance with the procedures set forth in Section 10.412.02, (ed) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding any Debt Financing Action in any such courtcourt with respect to any Debt Financing Action against any Debt Financing Source Related Party, (fe) knowingly, intentionally and voluntarily waives waives, to the fullest extent permitted by applicable law Law, trial by jury in any Legal Proceeding Debt Financing Action brought against the Debt Financing Sources Source Related Parties in any way arising out of or relating to, this Agreement, the Debt FinancingFinancing or any of the transactions contemplated hereby or thereby or the performance of any services there under, (f) agrees that none of the Debt Financing Source Related Parties will have any liability to the parties (in each case, other than Purchaser and its Subsidiaries) relating to or arising out of this Agreement, 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 including, in circumstances in which any payment is required to be made by a party hereto pursuant to Section 10.02(b) or Section 10.02(c), and (g) agrees that none of the Financing Sources will have any liability to the Company or any of its Subsidiaries 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, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and (h) agrees that the Financing Sources Source Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and Section 8.2 (12.14 and such provisions and the definitions of “Debt Financing Sources”, “Debt Financing Source Related Party” and “Debt Financing” shall not be amended in any way material materially adverse to any the Debt Financing Source Related Parties without the prior written consent of such the Debt Financing Source)Sources.

Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto on behalf of itself Company and each of its Affiliates Subsidiaries, hereby: (a) agrees that any Legal Proceedingsuits, claims, charges, actions, audits, investigations, examinations or inquiries, whether in law Law or in equity, whether in contract Contract or in tort or otherwise, involving the Financing Sources, Sources arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Legal Proceeding suits, claims, charges, actions, audits, investigations, examinations or inquiries to the exclusive jurisdiction of such court, and such suits, claims, charges, actions, audits, investigations, examinations or inquiries (bexcept to the extent relating to the interpretation of any provisions in this Agreement (including any provision in any documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the Laws of the State of Delaware)) agrees that any such Legal Proceeding 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 statejurisdiction), (cb) agrees not to bring or support any suits, claims, charges, actions, audits, investigations, examinations or permit any of its Affiliates to bring or support any Legal Proceeding inquiries of any kind or description, whether in law Law or in equity, whether in contract Contract or in tort or otherwise, against any Financing Source Sources in any way arising out of or relating to, this Agreement, the Debt 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 in the Borough of Manhattan, New York, New York, (dc) agrees that service of process upon such party the Company or its Subsidiaries in any such Proceeding suits, claims, charges, actions, audits, investigations, examinations or inquiries or proceeding shall be effective if notice is given in accordance with Section 10.48.10, (ed) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding suits, claims, charges, actions, audits, investigations, examinations or inquiries in any such court, (fe) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law Law trial by jury in any Legal Proceeding suits, claims, charges, actions, audits, investigations, examinations or inquiries brought against the Financing Sources in any way arising out of or relating to, this Agreement, the Debt Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Financing Sources will have any liability to the Company or any of its Subsidiaries 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, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder (provided, that, notwithstanding the foregoing, nothing herein shall affect the rights of Parent against the Financing Sources with respect to the 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 thereby and (hg) agrees that the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.15 and 8.15 or Section 8.2 (8.06 and such provisions and the definition of “Financing Sources” shall not be amended in any way material manner materially adverse to any of the Financing Source Sources without the prior written consent of such the Financing Source)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 Debt Financing.