Common use of Financing Entities Clause in Contracts

Financing Entities. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, the Company Subsidiaries and each of their controlled affiliates hereby: (a) agrees that any legal action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Entities, arising out of or relating to, this Agreement or the Debt Financing shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court, (b) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable agreement or document relating to the Debt Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter or in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the laws of the State of Delaware), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action brought against the Financing Entities in any way arising out of or relating to, this Agreement or the Debt Financing, (d) agrees that none of the Financing Entities will have any liability to the Company, the Company Subsidiaries or any of their controlled affiliates (in each case, other than Parent or the Parent Subsidiaries) relating to or arising out of this Agreement or the Debt Financing (subject to the last sentence of this Section 9.13) and (e) agrees that the Financing Entities are express third party beneficiaries of, and may enforce, any of the provisions of this Section 9.13, and that such provisions and the definition of “Financing Parties” shall not be amended in a manner materially adverse to the Financing Parties without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, nothing in this Section 9.13 shall in any way limit or modify the rights and obligations of the Parent under this Agreement, or any Financing Party’s obligations under the Debt Commitment Letter, or the rights of the Company and the Company Subsidiaries against the Financing Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.

Financing Entities. Notwithstanding anything in this Agreement (a) GUSAP's business shall be restricted solely to the contrary, operating a group financing business to provide financing to the Company, the other Credit Parties and certain of their Affiliates, to borrowing under the 144A Transaction and under this Agreement, to making Investments (otherwise permitted herein), and to making Investments in the Equity of GUSA existing on behalf of itselfthe date hereof and disclosed on Schedule 5.19 and Investments in NSULC, together with such ancillary activities which are necessary or desirable to operate such business. GUSAP shall not own, lease, license or otherwise have the right to use any Property, other than (1) Investments in NSULC, (2) Investments in GUSA existing on the date hereof, (3) the GUSAP Payment Account, the Company Subsidiaries other deposit accounts listed as being owned by GUSAP on Schedule 7.18, and each such other deposit accounts as the Administrative Agent shall have consented to in writing, (4) Investments permitted by clauses (b), (c), (d), (e) (f) and (h) of their controlled affiliates hereby: Section 7.6 having an aggregate value at any one time together with Investments by PASUG pursuant to 6.11(c)(1)(ii) not in excess of $20,000,000, (a5) agrees that any legal action, whether in law or in funds held by GUSAP and raised by equity, whether from the Lenders or from the holders of the 144A Notes, in contract each case promptly invested in NSULC, and (6) other funds to the extent necessary to pay expenses that relate solely to the 144A Notes or in tort or otherwise, involving the Financing Entities, arising out of or relating to, this Agreement or to maintaining the Debt Financing existence of the Company (including its reasonable share of legal, accounting and administrative expenses relating thereto). GUSAP shall be subject not incur or suffer to exist any liabilities or obligations to any Person, other than to the exclusive jurisdiction Lenders in respect of any federal or state court the Loans, to the holders of the 144A Notes in the Borough respect of Manhattanamounts owing thereunder, New YorkIndebtedness owing to other Credit Parties as set forth on Schedule 5.26 hereof, New York, so long as such forum is and remains availableliabilities for Taxes, and any appellate court thereof liabilities for its share of fees and each Party irrevocably submits itself expenses that directly relate to its Investment in NSULC and its property with respect borrowing under the 144A Notes and hereunder (including its reasonable share of legal, accounting and administrative expenses relating thereto). GUSAP shall remain Solvent at all times during the term of this Agreement, and shall maintain sufficient cash to pay its expenses and obligations as they come due. GUSAP shall not incur or permit to exist any such legal action to the exclusive jurisdiction Liens on any of such courtits Properties, other than Liens permitted under Section 7.3(a), (b) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable agreement or document relating to the Debt Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter or in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the laws of the State of Delaware), (c) knowinglyor (l). Upon receipt by GUSAP of any Equity Distribution from NSULC in the GUSAP Payment Account, intentionally and voluntarily waives GUSAP agrees that it shall repay amounts owing in respect of US Revolving Credit Loans to the fullest extent permitted Administrative Agent and the Lenders by applicable law trial by jury transferring the amount of such Equity Distributions so received in any such legal action brought against the Financing Entities in any way arising out of or relating to, this Agreement or the Debt Financing, (d) agrees that none of the Financing Entities will have any liability GUSAP Payment Account to the Company, the Company Subsidiaries or any of their controlled affiliates (in each case, other than Parent or the Parent Subsidiaries) relating to or arising out of this Agreement or the Debt Financing (subject to the last sentence of this Section 9.13) and (e) agrees that the Financing Entities are express third party beneficiaries of, and may enforce, any of the provisions of this Section 9.13, and that such provisions and the definition of “Financing Parties” shall not be amended in a manner materially adverse to the Financing Parties without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, nothing in this Section 9.13 shall in any way limit or modify the rights and obligations of the Parent under this Agreement, or any Financing Party’s obligations under the Debt Commitment Letter, or the rights of the Company and the Company Subsidiaries against the Financing Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.Administrative

Financing Entities. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, the Company Subsidiaries and each of their controlled affiliates hereby: (a) agrees that any legal action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Entities, arising out of or relating to, this Agreement or the Debt Financing shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each Party irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court, (b) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable agreement or document relating to the Debt Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter or in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the laws of the State of Delaware), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action brought against the Financing Entities in any way arising out of or relating to, this Agreement or the Debt Financing, (d) agrees that none of the Financing Entities will have any liability to the Company, the Company Subsidiaries or any of their controlled affiliates (in each case, other than Parent or the Parent Subsidiaries) relating to or arising out of this Agreement or the Debt Financing (subject to the last sentence of this Section 9.13) and (e) agrees that the Financing Entities are express third party beneficiaries of, and may enforce, any of the provisions of this Section 9.13, and that such provisions and the definition of “Financing Parties” shall not be amended in a manner materially adverse to the Financing Parties without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, nothing in this Section 9.13 shall in any way limit or modify the rights and obligations of the Parent under this Agreement, or any Financing Party’s obligations under the Debt Commitment Letter, or the rights of the Company and the Company Subsidiaries against the Financing Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.. IN WITNESS WHEREOF, Parent, ▇▇▇▇▇▇ Sub and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Sole Director By /s/ ▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Executive Officer [Signature Page to Agreement and Plan of Merger] For the purposes of this Agreement, the term:

Financing Entities. Notwithstanding anything in this Agreement to the contrary, the CompanySellers, on behalf of itselfthemselves, the Company Subsidiaries Group Companies and each of their controlled affiliates Affiliates hereby: (a) agrees that any legal actionAction, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Entities, arising out of or relating to, this Agreement Agreement, the Financing or any of the agreements entered into in connection with the Financing or any of the Transactions or the Debt Financing 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 action Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such legal action Action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable agreement or document relating to the Debt Financing and except Financing, (c) agrees not to bring or support or permit any of the extent relating Group Companies or their Affiliates to the interpretation bring or support any Action of any provisions kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Entity in any way arising out of or relating to, this Agreement (including Agreement, the Financing or any provision of the Transactions or the performance of any services thereunder in any forum other than any federal or state court in the Debt Commitment Letter or Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Sellers, the Group Companies and their controlled Affiliates in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions Action shall be governed by and construed effective if notice is given in accordance with the laws of the State of Delaware)Section 13.03, (ce) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action Action brought against the Financing Entities in any way arising out of or relating to, this Agreement Agreement, the Financing or any of the Transactions or the Debt Financingperformance of any services thereunder, (dg) agrees that none of the Financing Entities will have any liability to the CompanySellers, the Company Subsidiaries Group Companies or any of their controlled affiliates Affiliates (in each case, other than Parent Parent, Buyer or the Parent their respective Subsidiaries) relating to or arising out of this Agreement Agreement, the Financing or any of the Transactions or the Debt Financing (subject to the last sentence performance of this Section 9.13) any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (eh) agrees that the Financing Entities are express third party beneficiaries of, and may enforce, any of the provisions of this Section 9.1313.17, and that such provisions and the definition of “Financing PartiesEntities” shall not be amended in a manner materially any way adverse to the Financing Parties Entities without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, nothing in this Section 9.13 shall in any way limit or modify the rights and obligations of the Parent under this Agreement, or any Financing Party’s obligations under the Debt Commitment Letter, or the rights of the Company and the Company Subsidiaries against the Financing Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing DateParties.

Financing Entities. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, the Company Subsidiaries and each of their its controlled affiliates Affiliates, hereby: (a) agrees that any legal action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing EntitiesParties, arising out of or relating to, this Agreement or the Debt Financing Financing, 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 action to the exclusive jurisdiction of such court, (b) agrees that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable agreement or document relating to the Debt Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter any letter agreement or in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the laws law of the State of Delaware), (c) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action brought against the Financing Entities Parties in any way arising out of or relating to, this Agreement or the Debt Financing, (d) agrees that none of the Financing Entities will Parties shall have any liability to the Company, Company or any of the Company Subsidiaries or any of their respective controlled affiliates (in each case, other than Parent Affiliates or the Parent Subsidiaries) Representatives relating to or arising out of this Agreement or the Debt Financing (subject to the last sentence of this Section 9.13) 10.14), and (ec) agrees that the Financing Entities Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 9.13, 10.14 and that such provisions and the definition of “Financing Parties” shall this Section 10.14 may not be amended in a manner materially adverse to the Financing Parties without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 9.13 10.14 shall in any way limit or modify the rights and obligations of the Parent under this Agreement, Agreement or any Financing Party’s obligations to Parent under any letter agreement or definitive agreement relating to the Debt Commitment LetterFinancing or, or following the Acceptance Time, the rights of the Company and the Company Subsidiaries against the Financing Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Datethereunder.

Financing Entities. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, the Company Subsidiaries and each of their controlled affiliates hereby: (a) agrees that any legal actionProceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Entities, arising out of or relating to, this Agreement Agreement, the Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Financing or any of the transactions contemplated hereby or thereby or the Debt Financing 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 action Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such legal action 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 any applicable commitment letter, agreement or document relating to the Debt Financing and except Financing, (c) agrees not to bring or support or permit the extent relating Company or any of the Company Subsidiaries or their affiliates to the interpretation bring or support any Proceeding of any provisions kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Entity in any way arising out of or relating to, this Agreement (including Agreement, the Financing, any provision 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 Debt Commitment Letter or Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Company, the Company Subsidiaries and their controlled affiliates in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions Proceeding shall be governed by and construed effective if notice is given in accordance with the laws of the State of Delaware)Section 9.4, (ce) 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 such legal action Proceeding brought against the Financing Entities in any way arising out of or relating to, this Agreement Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the Debt Financingperformance of any services thereunder, (dg) agrees that none of the Financing Entities will have any liability to the Company, the Company Subsidiaries or any of their controlled affiliates or Representatives (in each case, other than Parent or the Parent its Subsidiaries) relating to or arising out of this Agreement Agreement, the Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the Debt Financing (subject to the last sentence performance of this Section 9.13) any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (eh) agrees that (and each other Party hereto agrees that) the Financing Entities are express third party beneficiaries of, and may enforce, any of the provisions of this Section 9.13, and that such provisions and the definition definitions of “Financing Entities” and “Financing Parties” shall not be amended in a manner materially any way adverse to the Financing Parties Entities without the prior written consent of the Financing Entities (such consent not Parties). IN WITNESS WHEREOF, Parent, Merger Sub I, Merger Sub II and the Company have caused this Agreement to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, nothing in this Section 9.13 shall in any way limit or modify the rights and obligations signed by their respective officers thereunto duly authorized as of the Parent under date first written above. ▇▇▇▇▇▇▇▇▇▇.▇▇▇, inc. By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Executive Vice President, Corporate Development & Salesforce Ventures Skyline Strategies I Inc. By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President Skyline Strategies II LLC By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President Slack Technologies, Inc. By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Chief Financial Officer For the purposes of this Agreement, or any Financing Party’s obligations under the Debt Commitment Letter, or the rights of the Company and the Company Subsidiaries against the Financing Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.term:

Financing Entities. Notwithstanding anything in this Agreement to the contrary, but in all cases subject to and without in any way limiting the Companyrights and claims of Parent and/or any of its subsidiaries under and pursuant to the Debt Commitment Letter or the definitive agreement entered into with respect to the Debt Financing, the Company on behalf of itself, the Company its Subsidiaries and each of their its controlled affiliates Affiliates hereby: (a) agrees that any legal action, suit or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Entities, arising out of or relating to, this Agreement or Agreement, the Debt Commitment Letter, the Debt Financing or the definitive 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 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 action action, suit or proceeding to the exclusive jurisdiction of such court, (b) agrees that any such legal action 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 the Debt Commitment Letter or other applicable agreement or definitive document relating to the Debt Financing and except Financing, (c) agrees not to the extent relating bring or support or permit any of its affiliates to the interpretation bring or support any action, suit or proceeding of any provisions kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Entity in any way arising out of or relating to, this Agreement (including any provision in 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 definitive documentation related to forum other than any federal or state court in the Debt Financing Borough of Manhattan, New York, New York, (d) agrees that expressly specifies that service of process upon the interpretation of Company, its Subsidiaries or its controlled affiliates in any such provisions action, suit or proceeding shall be governed by and construed effective if notice is given in accordance with the laws of the State of Delaware)Section 9.8, (ce) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any such legal action action, suit or proceeding brought against the Financing Entities in any way arising out of or relating to, this Agreement or Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (dg) agrees that none of the Financing Entities will have any liability to the Company, the Company Subsidiaries or any of its subsidiaries or any of their controlled respective affiliates (in each case, other than Parent or the Parent Subsidiaries) Representatives relating to or arising out of this Agreement Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the Debt Financing performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, (subject to the last sentence of this Section 9.13) and (eh) agrees that the Financing Entities are express third party beneficiaries of, and may enforce, any of the provisions of in this Agreement reflecting the foregoing agreements in this Section 9.13, 9.12 and that such provisions and (i) agrees that the provisions in this Section 9.12 and the definition of “Financing PartiesEntities” shall not be amended in a manner materially any way adverse to the Financing Parties Entities without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, nothing in this Section 9.13 shall in any way limit or modify the rights and obligations of the Parent under this Agreement, or any Financing Party’s obligations under the Debt Commitment Letter, or the rights of the Company and the Company Subsidiaries against the Financing Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing DateEntities.

Financing Entities. Notwithstanding anything in this Agreement to the contrary, the CompanySellers, the Seller Representatives and the Company (each on behalf of itself, the Company its Subsidiaries and each of their its controlled affiliates Affiliates) hereby: (a) agrees that any legal actionProceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Entities, arising out of or relating to, this Agreement Agreement, the Financing, any Alternative Financing, any Permanent Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Financing, any Alternative Financing, any Permanent Financing or any of the transactions contemplated hereby or thereby or the Debt Financing 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 action Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such legal action 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 Commitment Letter or any other applicable commitment letter, agreement or document relating to the Debt Financing, any Alternative Financing and except to the extent relating to the interpretation of or any provisions in this Agreement (including any provision in the Debt Commitment Letter or in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the laws of the State of Delaware)Permanent Financing, (c) knowinglyagrees not to bring or support or permit any Seller, intentionally and voluntarily waives the Company or any of its Subsidiaries or its Affiliates to the fullest extent permitted by applicable bring or support any Proceeding of any kind or description, whether in law trial by jury or in equity, whether in contract or in tort or otherwise, against any such legal action brought against the Financing Entities Entity in any way arising out of or relating to, this Agreement Agreement, the Financing, any Alternative Financing, any Permanent Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the Debt Financingperformance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Sellers, the Seller Representatives, the Company, its Subsidiaries and its controlled Affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 10.6, (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 in any such court, (f) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY PROCEEDING BROUGHT AGAINST THE FINANCING ENTITIES IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE FINANCING, ANY ALTERNATIVE FINANCING, ANY PERMANENT FINANCING, ANY COMMITMENT LETTER OR FINANCING AGREEMENT RELATING THERETO OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (g) agrees that none of the Financing Entities will have any liability to any Seller, the Seller Representatives, the Company, the Company its Subsidiaries or any of their respective controlled affiliates Affiliates or respective representatives (in each case, for the avoidance of doubt, other than the Parent or the Parent its Subsidiaries) relating to or arising out of this Agreement Agreement, the Financing, any Alternative Financing, any Permanent Financing, any commitment letter or other agreement relating thereto or any of the transactions contemplated hereby or thereby or the Debt performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, other than, for the avoidance of doubt, from and after the Closing Date, under any definitive agreements executed in connection with the Financing (subject but not, for the avoidance of doubt, under this Agreement) to the last sentence of extent the Company and/or its Affiliates are party thereto; provided, that, notwithstanding the foregoing, nothing in this Section 9.1310.15(g) and shall in any way limit or modify the obligations of any Financing Entity to Parent, under the Commitment Letter, (eh) agrees that in no event shall the Company or any of its Affiliates be entitled to seek the remedy of specific performance of this Agreement directly against any Financing Entity; provided that nothing in this Section 10.15(h) shall in any way limit or modify the obligations of any Financing Entity to Parent under the Commitment Letter. and (h) agrees that (and each other party hereto agrees that) the Financing Entities are express third party beneficiaries of, and may enforce, any of the provisions of this Section 9.1310.15, and that such provisions and any definitions used in this Agreement to the definition extent an amendment, supplement, waiver or other modification of such definitions would modify the substance of such provisions (including definitions of “Financing Entities” and “Financing Parties” ”) shall not be amended amended, supplemented, waived or otherwise modified in a manner materially any way adverse to the Financing Parties Entities without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, nothing in this Section 9.13 shall in any way limit or modify the rights and obligations of the Parent under this Agreement, or any Financing Party’s obligations under the Debt Commitment Letter, or the rights of the Company and the Company Subsidiaries against the Financing Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing DateParties.

Financing Entities. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, the Company its Subsidiaries and each of their its controlled affiliates hereby: (a) agrees that any legal action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Entities, arising out of or relating to, this Agreement Agreement, the Financing, any Permanent Financing or any of the agreements (including any applicable commitment letter) entered into in connection with the Financing, any Permanent Financing or any of the transactions contemplated hereby or thereby or the Debt Financing 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 action to the exclusive jurisdiction of such court, (b) agrees that any such legal action shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable commitment letter, agreement or document relating to the Debt Financing and except to the extent relating to the interpretation of or any provisions in this Agreement (including any provision in the Debt Commitment Letter or in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the laws of the State of Delaware)Permanent Financing, (c) knowinglyagrees not to bring or support or permit the Company or any of its Subsidiaries or its affiliates to bring or support any action of any kind or description, intentionally and voluntarily waives to the fullest extent permitted by applicable whether in law trial by jury or in equity, whether in contract or in tort or otherwise, against any such legal action brought against the Financing Entities Entity in any way arising out of or relating to, this Agreement Agreement, the Financing, any Permanent Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the Debt Financingperformance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Company, its Subsidiaries and its controlled affiliates in any such action shall be effective if notice is given in accordance with Section 10.5, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action in any such court, (f) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY ACTION BROUGHT AGAINST THE FINANCING ENTITIES IN ANY WAY ARISING OUT OF OR RELATING TO, THIS AGREEMENT, THE FINANCING, ANY PERMANENT FINANCING, ANY COMMITMENT LETTER RELATING THERETO OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, (g) agrees that none of the Financing Entities will have any liability to the Company, the Company its Subsidiaries or any of their its controlled affiliates or Representatives (in each case, other than Parent or the Parent its Subsidiaries) relating to or arising out of this Agreement Agreement, the Financing, any Permanent Financing, any commitment letter relating thereto or any of the transactions contemplated hereby or thereby or the Debt Financing (subject to performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; provided, that, notwithstanding the last sentence of foregoing, nothing in this Section 9.1310.15(g) shall in any way limit or modify the obligations of any Financing Entity to Parent, Merger Sub I or Merger Sub II under the Commitment Letter and (eh) agrees that (and each other party hereto agrees that) the Financing Entities are express third party beneficiaries of, and may enforce, any of the provisions of this Section 9.1310.15, and that such provisions and the definition definitions of “Financing Entities” and “Financing Parties” shall not be amended in a manner materially any way adverse to the Financing Parties Entities without the prior written consent of the Financing Entities (such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, nothing in this Section 9.13 shall in any way limit or modify the rights and obligations of the Parent under this Agreement, or any Financing Party’s obligations under the Debt Commitment Letter, or the rights of the Company and the Company Subsidiaries against the Financing Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing DateParties.