Common use of No Recourse Clause in Contracts

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied to the contrary set forth in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenantsthe Corporation and the Investor each acknowledges, agrees covenants and acknowledges that no Persons other than the Members shall have agrees, on behalf of itself and any obligation hereunder and that it has no rights of recovery hereunder againstPerson claiming by, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliatesit, by the enforcement that all claims, obligations, liabilities, causes of any assessment action, actions or by any legal proceedings (in each case, whether in contract or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract at law or in equity, or pursuant to statute or otherwise) that may be based onupon, in respect of, arise under, out or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out ofconnected with, or related relate in any manner to this Agreement, or the negotiation, execution execution, performance, or performance breach (whether willful, intentional, unintentional or otherwise) of this Agreement, including any representation or warranty made or alleged to be made in, in connection with, or an as inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Claim”) may be made or asserted only be brought against the entities that (and are expressly named as parties hereto limited to) the Corporation and then only with respect the Investor expressly identified in the preamble to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary and signature page(s) of this Section 13.17Agreement and/or any Person that delivers a counterpart copy of this Agreement or a written agreement substantially in form attached as Exhibit A hereto from time to time, agreeing to be bound by this Agreement. No Person who is not the Corporation or the Investor (or party joined to this Agreement) (including (1) any past, present or future direct or indirect director, officer, employee, incorporator, member, partner, manager, management company, equityholder, Affiliate, agent, attorney, or Representative of, and any past, present or future financial advisor or lender to (all above-described Persons in this subclause (1), collectively “Affiliated Persons”) the Corporation or such Investor, as applicable, and (2) any Affiliated Persons of such Affiliated Persons) shall have any liability or obligation whatsoever in respect of, based upon or arising out of any Claims.

No Recourse. Notwithstanding anything that may be expressed or implied in this LLC Agreement (except in the case of the immediately succeeding sentence) or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member Party may be a partnership or limited liability company, each Member Party hereto, by its acceptance of the benefits of this LLC Agreement, covenants, agrees and acknowledges that no Persons other than the Members Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members Parties (each, but excluding for the avoidance of doubt, the MembersParties, a “Member Non-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Party against the Member Non-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingAction, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Non-Party Affiliate, as such, for any obligations of the applicable party Party under this LLC Agreement or the transactions contemplated herebyby this LLC Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements or instruments delivered contemporaneously herewith or otherwise required by this LLC Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this LLC Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this LLC Agreement, or the negotiation, execution or performance of this LLC Agreement, may only be brought against the entities Persons that are expressly named as parties Parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. Each Member Non-Party Affiliate is expressly intended as a third-third party beneficiary of this Section 13.1712.15.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement letter agreement or any documentdocument or instrument delivered in connection herewith, by its acceptance of the benefits of this letter agreement, Parent covenants, agrees and acknowledges that no Person other than the Sponsor has any obligation hereunder. Without limiting the generality of the foregoing, and notwithstanding anything that may be expressed or implied in this letter agreement, or any document or instrument delivered contemporaneously in connection herewith, Parent, by its acceptance of the benefits of this letter agreement, covenants, agrees and acknowledges that (a) no Person (other than Sponsor, Parent and their respective successors and permitted assignees) has any obligation or liability hereunder (whether of an equitable, contractual, tort, statutory or other nature), and (b) notwithstanding the fact that any Member Sponsor may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it Parent has no rights right of recovery hereunder against, and no recourse hereunder under this letter agreement or under any documents, agreements, document or instruments instrument delivered contemporaneously in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be have been made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and no recourse shall be had against, and no personal liability shall attach to, any claim former, current or cause of action future direct or indirect holder of any kind based uponequity, arising out ofstock, general or limited partnership or limited liability company interest, controlling Person, management company, portfolio company, incorporator, director, officer, employee, agent, advisor, attorney, representative, Affiliate, members, managers, general or limited partners, shareholders, stockholders or assignees of the Sponsor (other than any permitted assignee under Section 9) or any former, current or future direct or indirect holder of any equity, stock, general or limited partnership or limited liability company interest, controlling Person, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partners, shareholders, stockholders or assignees (other than any permitted assignee under Section 9) of any of the foregoing (each, a “Non-Recourse Party”), through Sponsor or otherwise, whether by or through attempted piercing the corporate veil, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of Parent or Sponsor against any Non-Recourse Party, whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or related to this otherwise. For the avoidance of doubt, none of Sponsor, Parent, Merger Sub, the Other Sponsors or their respective successors and assigns under the Merger Agreement, or this letter agreement, the negotiationother ECLs, execution or performance of this Agreement, may only the Limited Guarantees shall be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a thirdNon-party beneficiary of this Section 13.17Recourse Party.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that any Member party hereto may be a partnership or limited liability company, each Member party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member Sponsor (or any of their successor or permitted assignees)heirs, against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof assigns), or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoingforegoing Persons, but in each case not including the Members named parties hereto (each, but excluding for the avoidance of doubt, the Members, a “Member AffiliateNon-Liable Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliatesany Non-Liable Person, by the enforcement of any assessment assignment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, Applicable Law or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member AffiliateNon-Liable Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be have been made in connection herewith or therewith, therewith or for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that any Member party hereto may be a partnership or limited liability company, each Member party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member Investor (or any of their successor or permitted assignees)heirs, against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof assigns), or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholdershareholder, manager or member of any of the foregoingforegoing Persons, but in each case not including the Members named parties hereto (each, but excluding for the avoidance of doubt, the Members, a “Member AffiliateNon-Liable Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliatesany Non-Liable Person, by the enforcement of any assessment assignment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, Applicable Law or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member AffiliateNon-Liable Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be have been made in connection herewith or therewith, therewith or for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything Parent and Merger Sub agree that may the Stockholder will not be expressed liable for claims, losses, damages, expenses and other liabilities or implied in this obligations resulting from or related to the Merger Agreement or the Merger (other than any documentliability for claims, agreementlosses, damages, expenses and other liabilities or instrument delivered contemporaneously herewithobligations solely to the extent arising under, and notwithstanding in accordance with the fact that any Member may be a partnership or limited liability companyterms of, each Member hereto, by its acceptance of the benefits of this Agreement, covenantsprovided, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder againstthat, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or except in respect of any oral representations made or alleged to be made breach of Stockholder’s covenant in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assigneesSection 3(c), against any formerin no event shall such claims, currentlosses, damages, expenses or future general other liabilities or limited partnerobligations include consequential, managerindirect, stockholder special or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any formersimilar damages), current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any including the Company’s breach of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creationMerger Agreement. Except Notwithstanding anything to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations contrary herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, Agreement or the negotiation, execution or performance of this Agreement, transactions contemplated hereby may only be brought against against, the entities Persons that are expressly named as parties hereto and then only with respect to the specific obligations their respective successors and assigns. Except as set forth herein with in the immediately preceding sentence, no past, present or future director, officer, manager, employee, incorporator, member, partner, stockholder, equityholder, controlling person, Affiliate, agent, attorney, advisor or representative of any party hereto, and no past, present or future director, officer, manager, employee, incorporator, member, partner, stockholder, equityholder, controlling person, Affiliate, agent, attorney, advisor or representative of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement (whether in tort, contract or otherwise) or for any claim based on, in respect to such partyof, or by reason of, the transactions contemplated hereby. Each Member Affiliate is expressly intended as a thirdThe parties hereto acknowledge and agree that the Non-Recourse Parties are third party beneficiary beneficiaries of this Section 13.1713(l), each of whom may enforce the provisions thereof.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement Agreement, or the Distribution Transaction Agreements or any document, agreement, certificate or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall otherwise (together, the “Transaction Documents”), each Party acknowledges and agrees, on behalf of itself and its respective Related Persons, that all Proceedings that may be had againstbased upon, in respect of, arise under, out of, by reason of, be connected with, or relate in any manner to (a) this Agreement or any Transaction Document or the Transactions, (b) the negotiation, execution or performance of this Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, any formerof the foregoing documents), current (c) any breach or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee violation of any Member (this Agreement or any other Transaction Document and (d) the failure of their successor or permitted assignees)the Transactions to be consummated, in each case may be made only against any former(and are those solely of) the Persons that are expressly identified Parties, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any as applicable. In furtherance and not in limitation of the foregoing, but each Party acknowledges and agrees, on behalf of itself and its respective Related Persons, that no recourse under this Agreement or any other Transaction Document or in each case not including the Members connection with any Transactions shall be sought or had against any such other Person and no such other Person shall have any Liabilities (eachwhether in contract or in tort, but excluding for the avoidance of doubtin law or in equity or otherwise, the Members, a “Member Affiliate”)or granted by statute or otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or Liabilities whatsoever shall attach to, be imposed on or otherwise be incurred by any direct or indirect, past, present or future shareholder, equity holder, controlling person, member, partner (limited or general), manager, director, officer, employee, lender, financing source (including, in the case of Parent, Merger Sub, and their respective Affiliates, the Debt Financing Sources), Affiliate, agent or other representative of any Party or any Affiliate of any Party (collectively, with such Person’s assignees, successors and assigns, the “Related Persons”), through Parent, ▇▇▇▇▇▇ Sub, the Company, its Subsidiaries or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such any party against the Member Affiliateshereto, as applicable, by the enforcement of any assessment or by any legal or equitable proceedingactions, suits, claims, investigations or proceedings, by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged , except for (i) claims against any Person that no personal liability whatsoever shall attach is party to, be imposed onand solely pursuant to the express terms and conditions of, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable Transaction Document(s), (ii) claims against any Person that is party under this Agreement or the transactions contemplated herebyto, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except and solely pursuant to the extent otherwise expressly set forth in, and subject in all cases to the express terms and conditions of and limitations herein, this Agreement may only be enforced againstthe Confidentiality Agreement, and any claim (iii) claims Parent or cause of action of any kind based uponMerger Sub may, arising out ofin their sole discretion, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought assert against the entities that are expressly named as parties hereto and then only with respect Debt Financing Sources pursuant to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary express terms and conditions of this Section 13.17the Debt Commitment Letter.

No Recourse. (a) Notwithstanding anything that may be expressed or implied in this Agreement or any documentTransaction Document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member heretoexcept with respect to Excluded Company Matters, by its acceptance of the benefits of this Agreement, Parent and Merger Sub each covenants, agrees and acknowledges that no Persons other than the Members shall Company have any obligation liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder and thereunder, and that, notwithstanding that it the Company Equity Holders or their respective managing members or general partners may be partnerships or limited liability companies, none of Parent or Merger Sub has no rights any right of recovery hereunder under this Agreement or any Transaction Document, or any claim based on such liabilities, obligations, commitments against, and no recourse hereunder personal liability shall attach to, the former, current or under any documentsfuture equity holders, agreementscontrolling Persons, directors, officers, employees, agents, Affiliates, members, managers or instruments delivered contemporaneously herewith general or in respect limited partners of any oral representations made of the Company or alleged to be made in connection herewith or therewith shall be had against, any former, current or future stockholder, controlling Person, director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholdermember, manager manager, Affiliate or member agent of any of the foregoingforegoing (collectively, but in each case not including the Members (each, but excluding for the avoidance of doubt, the MembersCompany, a “Member AffiliateCompany Non-Recourse Party”), through the Company or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party the Company against the Member Affiliatesany Company Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being . Without limiting the foregoing, other than with respect to any Excluded Company Matters, no claim will be brought or maintained by Parent, Merger Sub or any of their respective former, current or future general or limited partners, stockholders, direct or indirect equity holders, controlling Persons, managers, members, directors, officers, employees, Affiliates, affiliated (or commonly advised) funds, representatives, agents or any of their respective assignees or successors or any former, current or future general or limited partner, stockholder, direct or indirect equity holder, equity financing source, controlling Person, manager, member, director, officer, employee, Affiliate, affiliated (or commonly advised) fund, representative, agent, assignee or successor of any of the foregoing against any Company Non-Recourse Party that is not otherwise expressly agreed identified as a Party to this Agreement, and acknowledged no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party hereto set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, opinion, agreement or other document of the Company or any other Person delivered hereunder. (b) Notwithstanding anything that may be expressed or implied in this Agreement or any Transaction Document, except with respect to Excluded Parent Matters, by its acceptance of the benefits of this Agreement (and with respect to each Company Equity Holder, in accordance with the Letter of Transmittal delivered by such Company Equity Holder in accordance with the requirements of this Agreement), the Company, the Company Securityholder Representative and each Company Equity Holder each covenants, agrees and acknowledges that no Persons other than Parent and Merger Sub have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder and thereunder, and that, notwithstanding that the Parent Sponsor or its managing member or general partners may be partnerships or limited liability companies, none of the Company, the Company Securityholder Representative or the Company Equity Holders has any right of recovery under this Agreement or any Transaction Document, or any claim based on such liabilities, obligations, commitments against, and no personal liability whatsoever shall attach to, be imposed onthe former, current or future equity holders, controlling Persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of Parent or Merger Sub or any former, current or future stockholder, controlling Person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including Parent or Merger Sub, a “Parent Non-Recourse Party”), through Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub (or their respective successors) against any Parent Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise otherwise. Without limiting the foregoing, other than with respect to any Excluded Parent Matters, no claim will be incurred brought or maintained by the Company, the Company Securityholder Representative, the Company Equity Holders or any Member of their respective former, current or future general or limited partners, stockholders, direct or indirect equity holders, controlling Persons, managers, members, directors, officers, employees, Affiliates, affiliated (or commonly advised) funds, representatives, agents or any of their respective assignees or successors or any former, current or future general or limited partner, stockholder, direct or indirect equity holder, equity financing source, controlling Person, manager, member, director, officer, employee, Affiliate, as suchaffiliated (or commonly advised) fund, for representative, agent, assignee or successor of any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under foregoing against any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent Parent Non-Recourse Party that is not otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the negotiationrepresentations, execution warranties, covenants or performance agreements of any Party hereto set forth or contained in this Agreement, may only be brought against any exhibit or schedule hereto, any other document contemplated hereby or any certificate, opinion, agreement or other document of the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17Company or any other Person delivered hereunder.

No Recourse. Notwithstanding anything to the contrary contained herein or otherwise, but without limiting any provision in the Business Combination Agreement, or the obligations of any Permitted Transferee under this Agreement, this Agreement may only be enforced against, and any claims or causes of action that may be expressed based upon, arise out of or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of relate to this Agreement, covenantsor the negotiation, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights execution or performance of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents may only be made against the entities and Persons that are expressly identified as parties to this Agreement in their capacities as such and no former, current or instruments delivered contemporaneously herewithfuture stockholders, in respect equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or affiliates of any oral representations made party hereto, or alleged any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to be made in connection herewith or therewith, this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations the transactions contemplated hereby or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action respect of any kind based upon, arising out oforal representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, or related to the obligations of any Permitted Transferee under this Agreement, in no event shall any party or the negotiationany of his, execution her or performance its affiliates seek to enforce this Agreement against, make any claims for breach of this AgreementAgreement against, may only be brought against the entities that are expressly named as parties hereto and then only with respect or seek to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a thirdrecover monetary damages from, any Non-party beneficiary of this Section 13.17Recourse Party.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member the Parties may be a partnership or partnerships, limited liability companycompanies, corporations or other entities, each Member hereto, by its acceptance of the benefits of this Agreement, Party covenants, agrees and acknowledges that no Persons other than the Members shall have recourse under this Agreement or any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, documents or instruments delivered contemporaneously herewith or in respect of by any oral representations made or alleged to be made in connection herewith or therewith Person pursuant hereto shall be had againstagainst any of Apollo’s, any AP VIII Entity’s, any Party’s or any of the foregoing’s respective Affiliates’ former, current or future director, officer, agent, Affiliate, manager, assignee, incorporatordirect or indirect equity holders, controlling PersonPersons, fiduciarystockholders, representative or employee of any Member (or any of their successor or permitted assignees)directors, against any formerofficers, currentemployees, or future general or limited partneragents, managerAffiliates, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any formermembers, current or future directorfinancing sources, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativemanagers, general or limited partnerpartners or assignees (each a “Related Party” and collectively, stockholderthe “Related Parties”), manager or member of any of the foregoing, but in each case not including the Members other than (eachsubject, but excluding for the avoidance of doubt, to the Membersprovisions of this Agreement, a “Member Affiliate”)the LP Agreement and the LLC Agreement) the Parties or any of their respective assignees under this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member Affiliateof the Related Parties, as such, for any obligations obligation or liability of the applicable party Apollo, any AP VIII Entity or any Party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of by any oral representations made or alleged to be made in connection herewith or therewith, or Person pursuant hereto for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations or liabilities or their creation. Except to the extent otherwise expressly set forth in; provided, and subject however, nothing in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.172.4 shall relieve or otherwise limit the liability of each of the Parties, as such, for any breach or violation of its obligations under such agreements, documents or instruments.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement letter agreement or any document, agreement, document or instrument delivered contemporaneously in connection herewith, and notwithstanding the fact that any Member Sponsor may be a partnership or limited liability company, other than with respect to (i) claims by the Company against Parent or Merger Sub under and in accordance with the Merger Agreement, (ii) claims in respect of the Confidentiality Agreement solely with respect to the parties thereto, and (iii) claims against each Member heretoOther Sponsor pursuant to, in accordance with, and subject to the limitations set forth in the applicable Equity Commitment Letter, and (iv) claims by the Company as a third party beneficiary under the Rollover Agreement (the claims described in the foregoing clauses (i) through (iv), whether or not against the Sponsor, Parent, Merger Sub, Other Sponsors, Rollover Shareholders and/or their respective successors and assigns, collectively, the “Retained Claims”) and the Company Beneficiary Rights, by its acceptance of the benefits of this Agreementletter agreement, covenants, Parent acknowledges and agrees and acknowledges that no Persons person other than Sponsor and Parent has any liability, obligation, or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent, or otherwise, hereunder or in connection with the Members shall have any obligation hereunder transactions contemplated hereby and that it has no rights recourse, remedy, or right of recovery hereunder against, and no recourse or contribution shall be had hereunder or under any documents, agreements, document or instruments instrument delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except , the transactions contemplated hereby, or in respect of any oral representations made or alleged to be made in connection herewith, against, and no personal liability shall attach to, (a) Sponsor, Parent, or Merger Sub and (b) any former, current, or future direct or indirect equity holder, controlling person, director, officer, employee, agent, affiliate, member, manager, general or limited partner, financing source, assignee (other than any permitted assignee in respect of an assignment made pursuant to Section 11), attorney, or other representatives of Sponsor, Parent, or Merger Sub or any former, current, or future direct or indirect equity holder, controlling person, director, officer, employee, agent, affiliate, member, manager, general or limited partner, financing source, assignee (other than any permitted assignee in respect of an assignment made pursuant to Section 11), attorney, or other representatives or successors or assigns of any of the foregoing (other than the Sponsor, Co-Investors, Parent or Merger Sub to the extent otherwise expressly set forth inprovided in the Merger Agreement, this letter agreement, the Rollover Agreement or Co-Investor Equity Commitment Letters) (those persons and entities, each being referred to as a “Non-Recourse Party”) through Sponsor, Parent, Merger Sub, or otherwise, whether based on contract, tort, strict liability, or otherwise, and subject in all cases to whether by or through attempted piercing of the terms and conditions corporate, limited liability company, or partnership veil, by or through a claim by or on behalf of and limitations hereinParent or Merger Sub against any Non-Recourse Party, this Agreement may only be enforced against, and any claim or cause of action by the enforcement of any kind based uponassessment, arising out ofjudgment, fine, or related to this Agreementpenalty or by any legal or equitable proceeding, by virtue of any statute, regulation, or the negotiationapplicable law, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only otherwise. Other than with respect to the specific Retained Claims and the Company Beneficiary Rights, recourse against Sponsor pursuant to this letter agreement shall be the sole and exclusive remedy of Parent, Merger Sub, and all of their respective Affiliates against Sponsor and the Non-Recourse Parties in respect of any liabilities, obligations, losses, damages, or recovery of any kind (including consequential, indirect, or punitive damages, and whether at law, in equity, or otherwise) arising under, or in connection with, this letter agreement, the Rollover Agreement, the Merger Agreement, the transactions contemplated hereby or thereby, or the breach hereof or thereof (whether willfully, intentionally, unintentionally, or otherwise) including in the event the Parent or Merger Sub breaches its obligations set forth herein under the Merger Agreement, whether or not such breach is caused by Sponsor’s breach of his obligations under this letter agreement. Notwithstanding any exercise or right to exercise its enforcement rights in accordance with respect Section 5 hereof, the Company is subject to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.1715 to the same extent as Parent and Merger Sub.

No Recourse. Notwithstanding anything any provision of this Agreement or otherwise, the parties to this Agreement agree on their own behalf and on behalf of their respective Affiliates that this Agreement may only be expressed enforced against, and any litigation for breach of this Agreement may only be made against, the parties to this Agreement, and, with respect to each party to this Agreement, none of such party’s former, current or implied in future equity holders, controlling persons, directors, officers, employees, agents, representatives, Affiliates, members, managers, general or limited partners, attorneys or assignees (or any former, current or future equity holder, controlling person, director, officer, employee, agent, representative, Affiliate, member, manager, general or limited partner, attorney or assignee of any of the foregoing) (each, a “Non-Recourse Party”) that is not a party to this Agreement shall have any Liability relating to this Agreement or any document, agreement, or instrument delivered contemporaneously herewithof the transactions contemplated herein (except under the Equity Commitment Letters, and notwithstanding Support Agreement (in each case, to the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith extent provided therein)) or in respect of any oral representations made or alleged to be made in connection herewith or therewith herewith. None of the parties shall be had against, have any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee rights of any Member (or any of their successor or permitted assignees), recovery in respect hereof against any former, currentNon-Recourse Party and no personal liability shall attach to any Non-Recourse Party through any party hereto, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”)otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim litigation (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates), by the enforcement of any assessment judgment, fine or by any legal or equitable proceeding, penalty or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, . No Additional Rollover Shareholder may bring any Action against Parent or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged Lead Investor except to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities specifically enforce its rights that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect specifically granted to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17Additional Rollover Shareholder hereunder.

No Recourse. (a) Neither the Company nor any of its Subsidiaries shall enter into any agreement which shall provide for recourse to any Investor or Securityholder or, without its consent, the General Partner. No recourse to (a) any assets or properties of any members, partners or shareholders of any Investor or Securityholder (or any Person that controls or controlled such member, partner or shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), (b) any current or former Affiliate of any Investor or Securityholder or (c) any former, current or future officer, director, agent, general or limited partner, member, shareholder, employee or Affiliate of the General Partner, the Company or any Investor or Securityholder or any former, current or future officer, director, agent, general or limited partner, member, shareholder, employee or Affiliate of the foregoing shall be had and no judgment relating to the obligations of any Investor or Securityholder under this Agreement (except to the extent any such Person expressly is individually liable thereunder) or for any payment obligations under this Agreement (except to the extent any such Person expressly is individually liable thereunder), or any part thereof, or for any claim based thereon or otherwise in respect thereof or related thereto, shall be obtainable by the Company or any Investor or Securityholder against any direct or indirect member, partner, shareholder, incorporator, employee or Affiliate, past, present or future, of the General Partner, the Company or any Investor or Securityholder. (b) Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that any Member the Company and certain of the parties hereto may be a partnership partnerships or limited liability companycompanies, the Company and each Member hereto, by its acceptance of the benefits of this Agreement, party hereto covenants, agrees and acknowledges that no Persons other than the Members shall have recourse under this Agreement or any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith with this Agreement shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future directordirectors, officerofficers, agentagents, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativeaffiliates, general or limited partnerpartners, stockholdermembers, manager managers or member stockholders of the Company or any party hereto or any former, current or future directors, officers, agents, affiliates, employees, general or limited partners, members, managers or stockholders of any of the foregoing, but in each case not including the Members foregoing (each, but excluding for the avoidance of doubtcollectively, the Members, a “Member AffiliateRelated Parties”), as such, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member Affiliateof the Related Parties, as such, for any obligations obligation of the applicable Company or any party hereto under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or with this Agreement for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this LLC Agreement (except in the case of the immediately succeeding sentence and Section 7.6) or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member Party may be a partnership or limited liability company, each Member Party hereto, by its acceptance of the benefits of this LLC Agreement, covenants, agrees and acknowledges that no Persons other than the Members Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, general partner, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members Parties (each, but excluding for the avoidance of doubt, the MembersParties, a “Member Non-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Party against the Member Non-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingAction, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Non-Party Affiliate, as such, for any obligations of the applicable party Party under this LLC Agreement or the transactions contemplated herebyby this LLC Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements or instruments delivered contemporaneously herewith or otherwise required by this LLC Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this LLC Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this LLC Agreement, or the negotiation, execution or performance of this LLC Agreement, may only be brought against the entities Persons that are expressly named as parties Parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. Each Member Non-Party Affiliate is expressly intended as a third-third party beneficiary of this Section 13.1712.15.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member party may be a partnership or limited liability company, each Member party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that that, no Persons other than the Members parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”)parties, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliatessuch persons and entities, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliatesuch Persons, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, letter agreement, or any document or instrument delivered contemporaneously in connection herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreementletter agreement, Buyer covenants, agrees and acknowledges that no Persons Person other than the Members shall have Sponsor has any liability, obligation or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent or otherwise, hereunder and that, notwithstanding that it Sponsor or any of its successors or permitted assigns may be limited partnerships, Buyer has no rights right of recovery hereunder against, and no recourse hereunder under this letter agreement or under any documents, agreements, document or instruments instrument delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except , the transactions contemplated hereby or in respect of any oral representations made or alleged to the extent otherwise expressly set forth inbe made in connection herewith, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and no personal liability whatsoever shall attach to, be imposed upon or be incurred by, any former, current or future equity holders, controlling persons, incorporators, directors, officers, employees, advisors, agents, representatives, Affiliates (other than any assignee to which this letter agreement is assigned pursuant Section 13 hereof), members, managers or general or limited partners of Sponsor or any former, current or future stockholder, controlling person, incorporator, director, officer, employee, advisor, general or limited partner, member, manager, Affiliate (other than any assignee to which this letter agreement is assigned pursuant Section 13 hereof), financing source, portfolio company, representative or agent of any of the foregoing and their successors or assigns (collectively, but not including Buyer, each a “Non-Recourse Party”), whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party, as such, for any obligations of Sponsor or any of its successors or permitted assignees under this letter agreement or any documents or instruments delivered in connection herewith or for any claim or cause of action of any kind based uponon, arising out in respect of, or related to this Agreement, by reason of such obligation or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17their creation.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member Party may be a corporation, company, partnership, exempted limited partnership or limited liability company, each Member Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members Parties (each, but excluding for the avoidance of doubt, the MembersParties, a “Member Non-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract or otherwise) by or on behalf of such party Party against the Member Non-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Non-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated herebyby this Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the forgoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties Parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. Each Member Non-Party Affiliate is expressly intended as a third-party beneficiary of this Section 13.1712.14.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member Party may be a partnership or limited liability company, each Member Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member Party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members Parties (each, but excluding for the avoidance of doubt, the MembersParties, a “Member Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Party Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the foregoing, a Party Affiliate may have obligations under any documents, agreements or instruments delivered contemporaneously herewith or otherwise contemplated by this Agreement if such Party Affiliate is a party to such document, agreement, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities Persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. Each Member Party Affiliate is expressly intended as a third-third party beneficiary of this Section 13.1712.16.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement letter agreement or any document, agreement, document or instrument delivered contemporaneously in connection herewith, and notwithstanding the fact that any Member Sponsor may be a partnership or limited liability company, other than with respect to (i) claims by the Company against Parent or Merger Sub under and in accordance with the Merger Agreement, (ii) claims in respect of the Confidentiality Agreement solely with respect to the parties thereto, and (iii) claims against each Member heretoOther Sponsor pursuant to, in accordance with, and subject to the limitations set forth in the applicable Equity Commitment Letter, and (iv) claims by the Company as a third party beneficiary under the Rollover Agreement (the claims described in the foregoing clauses (i) through (iv), whether or not against the Sponsor, Parent, Merger Sub, Other Sponsors, Rollover Shareholders and/or their respective successors and assigns, collectively, the “Retained Claims”) and the Company Beneficiary Rights, by its acceptance of the benefits of this Agreementletter agreement, covenants, Parent acknowledges and agrees and acknowledges that no Persons person other than Sponsor and Parent has any liability, obligation, or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent, or otherwise, hereunder or in connection with the Members shall have any obligation hereunder transactions contemplated hereby and that it has no rights recourse, remedy, or right of recovery hereunder against, and no recourse or contribution shall be had hereunder or under any documents, agreements, document or instruments instrument delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except , the transactions contemplated hereby, or in respect of any oral representations made or alleged to be made in connection herewith, against, and no personal liability shall attach to, (a) Sponsor, Parent, or Merger Sub and (b) any former, current, or future direct or indirect equity holder, controlling person, director, officer, employee, agent, affiliate, member, manager, general or limited partner, financing source, assignee (other than any permitted assignee in respect of an assignment made pursuant to Section 11), attorney, or other representatives of Sponsor, Parent, or Merger Sub or any former, current, or future direct or indirect equity holder, controlling person, director, officer, employee, agent, affiliate, member, manager, general or limited partner, financing source, assignee (other than any permitted assignee in respect of an assignment made pursuant to Section 11), attorney, or other representatives or successors or assigns of any of the foregoing (other than the Sponsor, Co-Investors, Parent or Merger Sub to the extent otherwise expressly set forth inprovided in the Merger Agreement, this letter agreement, the Rollover Agreement or Co-Investor Equity Commitment Letters) (those persons and entities, each being referred to as a “Non-Recourse Party”) through Sponsor, Parent, Merger Sub, or otherwise, whether based on contract, tort, strict liability, or otherwise, and subject in all cases to whether by or through attempted piercing of the terms and conditions corporate, limited liability company, or partnership veil, by or through a claim by or on behalf of and limitations hereinParent or Merger Sub against any Non-Recourse Party, this Agreement may only be enforced against, and any claim or cause of action by the enforcement of any kind based uponassessment, arising out ofjudgment, fine, or related to this Agreementpenalty or by any legal or equitable proceeding, by virtue of any statute, regulation, or the negotiationapplicable law, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only otherwise. Other than with respect to the specific Retained Claims and the Company Beneficiary Rights, recourse against Sponsor pursuant to this letter agreement shall be the sole and exclusive remedy of Parent, Merger Sub, and all of their respective Affiliates against Sponsor and the Non-Recourse Parties in respect of any liabilities, obligations, losses, damages, or recovery of any kind (including consequential, indirect, or punitive damages, and whether at law, in equity, or otherwise) arising under, or in connection with, this letter agreement, the Rollover Agreement, the Merger Agreement, the transactions contemplated hereby or thereby, or the breach hereof or thereof (whether willfully, intentionally, unintentionally, or otherwise) including in the event the Parent or Merger Sub breaches its obligations set forth herein under the Merger Agreement, whether or not such breach is caused by Sponsor’s breach of its obligations under this letter agreement. Notwithstanding any exercise or right to exercise its enforcement rights in accordance with respect Section 5 hereof, the Company is subject to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.1715 to the same extent as Parent and Merger Sub.

No Recourse. (a) Neither the Company nor any of its Subsidiaries shall enter into any agreement which shall provide for recourse to any Stockholder. No recourse to (a) any assets or properties of any members, partners or shareholders of any Stockholder (or any Person that controls or controlled such member, partner or shareholder within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Exchange Act), (b) any current or former Affiliate of any Stockholder, or (c) any former, current or future officer, director, agent, general or limited partner, member, shareholder, employee or Affiliate of the Company or any Stockholder or any former, current or future officer, director, agent, general or limited partner, member, shareholder, employee or Affiliate of the foregoing shall be had and no judgment relating to the obligations of any Stockholder under this Agreement (except to the extent that any such Person expressly is individually liable thereunder) or for any payment obligations under this Agreement (except to the extent any such Person expressly is individually liable thereunder), or any part thereof, or for any claim based thereon or otherwise in respect thereof or related thereto, shall be obtainable by the Company or any Stockholder against any direct or indirect member, partner, shareholder, incorporator, employee or Affiliate, past, present or future, of the Company or any Stockholder. (b) Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that any Member the Company and certain of the parties hereto may be a partnership partnerships or limited liability companycompanies, the Company and each Member hereto, by its acceptance of the benefits of this Agreement, party hereto covenants, agrees and acknowledges that no Persons other than the Members shall have recourse under this Agreement or any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith with this Agreement shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future directordirectors, officerofficers, agentagents, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativeaffiliates, general or limited partnerpartners, stockholdermembers, manager managers or member of any stockholders of the foregoing, but in each case not including Company or any party hereto or their respective Related Parties (the Members (each, but excluding for the avoidance of doubt, the Members, a “Member AffiliateReleased Parties”), as such, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member Affiliateof the Released Parties, as such, for any obligations obligation of the applicable Company or any party hereto under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or with this Agreement for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied herein (except in this Agreement the case of the immediately succeeding sentence) or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member Party to this Agreement may be a partnership or limited liability company, each Member heretoParty, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder shareholder or member of any Member Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholdershareholder, manager or member of any of the foregoing, but in each case not including the Members Parties (each, but excluding for the avoidance of doubt, the MembersParties, a “Member AffiliateRelated Party”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) ), by or on behalf of such party Party against the Member AffiliatesRelated Parties, by the enforcement of any assessment or by any legal or equitable proceedingAction, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member AffiliateRelated Party, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding anything to the contrary in the foregoing, a Related Party may have rights, liabilities and/or other obligations under any documents, underwriting arrangements, agreements, or instruments delivered prior to or contemporaneously herewith or otherwise if such Related Party is party or has third-party beneficiary rights to such document, underwriting arrangement, agreement or instrument or as otherwise set forth therein. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, upon or arising out of, or related to of this Agreement, or the negotiation, execution or performance of this Agreementhereof, may only be brought against the entities that are expressly named as parties hereto Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Each Member Affiliate Related Party is expressly intended as a third-party beneficiary of this Section 13.177.14.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that any Member certain of the Consortium Members may be a partnership or partnerships, limited liability companycompanies, corporations or other entities, Parent, Merger Sub and each Consortium Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have recourse under this Agreement or any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith with this Agreement shall be had againstagainst and no personal liability shall attach to, be imposed on or otherwise be incurred by any former, current or future direct or indirect holder of any equity, stock, general or limited partnership or limited liability company interest, controlling Person, management company, portfolio company, incorporator, director, officer, employee, agent, advisor, attorney, representative, Affiliate, managermembers, assigneemanagers, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partnerpartners, managershareholders, stockholder or member stockholders, assignees of any Consortium Member (or other than any of their successors or permitted assigneesassignee under Section 7.8) or any Affiliate thereof or against of any former, current or future directordirect or indirect holder of any equity, officerstock, agent, employee, Affiliate, manager, assignee, incorporatorgeneral or limited partnership or limited liability company interest, controlling Person, fiduciarymanagement companies, representativeportfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, members, managers, general or limited partnerpartners, stockholdershareholders, manager stockholders, or member assignees (other than any permitted assignee under Section 7.8) of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”)as such, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as suchLaw, for any obligations obligation of the applicable party any Consortium Member under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or with this Agreement for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject creation (in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related each case other than against parties to this Agreement, or the negotiation, execution or performance of this Support Agreement, may only be brought against the entities that are Equity Commitment Letters, the Limited Guarantees (as applicable) or such other document or instrument as expressly named as parties hereto provided therein and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17their respective successors and assigns).

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member Party may be a partnership or limited liability company, each Member Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members Parties to this Agreement (and their respective successors and assigns) shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, (a) any former, current or future director, officer, agent, Affiliate, manager, advisor, subadvisor, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member Party (or any of their successor successors or permitted assignees), against (b) any former, current, or future general or limited partner, manager, stockholder or member of any Member Party (or any of their successors or permitted assignees) or (c) any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, advisor, subadvisor, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, or in each case, any financing sources of any of the foregoing, but in each case not including the Members Parties to this Agreement (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”and their respective successors and assigns), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Party against the Member Affiliatessuch persons and entities, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliatesuch Persons, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, or in connection or contemplation hereof, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except ; provided, however, that nothing in this Section 9.12 shall limit any liability of the Parties to the extent otherwise expressly set forth in, and subject in all cases to this Agreement for breaches of the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any Ancillary Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member Party may be a corporation, partnership or limited liability company, each Member heretoParty, by its acceptance of the benefits of this Agreement, on behalf of itself and its applicable Non-Party Affiliates (as defined below) covenants, agrees and acknowledges that no Persons other than the Members Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any Ancillary Agreement or any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, in each case, acting in such capacities, but in each no case not including the Members Parties (each, but excluding for the avoidance of doubt, the MembersParties, a “Member Non-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether at law or in equity, in contract or tort, contract or otherwise) by or on behalf of such party Party against the Member Affiliatesany Non-Party Affiliate, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Non-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated herebyTransactions, under any Ancillary Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether at law or in equity, in contract or tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation; provided that the forgoing shall not limit the obligations of any Non-Party Affiliate under any Ancillary Agreement or any other documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement if such Non-Party Affiliate is party to such Ancillary Agreement or document, agreement or instrument, but only to the extent of the obligations of such Non-Party Affiliate thereunder. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties Parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. Each Member Non-Party Affiliate is expressly intended as a third-party beneficiary of this Section 13.178.14.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any documentAll claims, agreementobligations, liabilities, or instrument delivered contemporaneously herewithcauses of action (whether in contract or in tort, and notwithstanding the fact that any Member may be a partnership in Law or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder in equity or under any documents, agreementsotherwise, or instruments delivered contemporaneously herewith granted by statute or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim (whether in tortlimited liability company veil or any other theory or doctrine, contract including alter ego or otherwise) by or on behalf of such party against the Member Affiliatesthat may be based upon, by the enforcement of any assessment in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate in any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under manner to this Agreement or the transactions contemplated herebyother Transaction Documents, under or the negotiation, execution, or performance or non-performance of this Agreement or the other Transaction Documents (including any documents representation or instruments delivered contemporaneously herewithwarranty made in, in respect connection with, or as an inducement to, this Agreement or the other Transaction Documents), may be made only against (and such representations and warranties are those solely of) the persons that are expressly identified as parties to this Agreement or the applicable Transaction Document (the “Contracting Parties”) except as set forth in this Section 10.11. In no event shall any Contracting Party have any shared or vicarious liability for the actions or omissions of any oral representations made other person. No person who is not a Contracting Party, including any current, former or alleged to be made future director, officer, employee, incorporator, member, partner, manager, stockholder, shareholder, affiliate, agent, financing source, attorney or Representative or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, shareholder affiliate, agent, financing source, attorney or Representative or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any obligations or liabilities arising under, out of, in connection herewith with, or therewith, related in any manner to this Agreement or the other Transaction Documents or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations of this Agreement or the other Transaction Documents or their creation. Except negotiation, execution, performance, or breach, except with respect to willful misconduct or common law fraud against the person who committed such willful misconduct or common law fraud, and, to the maximum extent otherwise expressly set forth inpermitted by applicable Law; and each party hereto waives and releases all such liabilities, claims, causes of action and subject in all cases obligations against any such Nonparty Affiliates. The Nonparty Affiliates are intended third-party beneficiaries of this Section 10.11. Notwithstanding anything to the terms and conditions of and limitations contrary herein, this Agreement none of the Contracting Parties or any Nonparty Affiliate shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance alleged as a result of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to Transaction Documents or any other agreement referenced herein or therein or the specific obligations set forth herein with respect to such partyTransactions, or the termination or abandonment of any of the foregoing. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17[Signature Page Follows.]

No Recourse. Notwithstanding anything that may be expressed All Proceedings, obligations, Losses or implied causes of action (whether in this Agreement Contract, in tort, in Law or any document, agreementin equity, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, granted by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), statute whether by or through attempted piercing of the corporate corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or through relate in any manner to (i) this Agreement, (ii) the negotiation, execution or performance of this Agreement (including any representation or warranty made in connection with, or as inducement to, this Agreement), (iii) any breach or violation of this Agreement and (iv) any failure of the sale of the Membership Interests or any other transaction contemplated by this Agreement to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement (including any parties to a claim Joinder Agreement). In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to that contrary, each party hereto covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any of the Sellers’, the Buyer’s, RW LSG Holdings or any of their respective Affiliates’ former, current or future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, members, managers, general or limited partners or assignees (each a “Related Party” and collectively, the “Related Parties”), in each case other than the Sellers, the Buyer, RW LSG Holdings or any of their respective successors and permitted assignees under this Agreement, whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statuteapplicable Law, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member of the Related Parties, as such, for any obligation or liability of the Sellers, the Buyer, RW LSG Holdings or any of their respective Affiliates under this Agreement or any documents or instruments delivered in connection herewith or therewith for any claim based on, in respect of or by reason of such obligations or liabilities or their creation; provided, however, nothing in this Section 10.14 shall relieve or otherwise limit the liability of the Sellers, the Buyer, RW LSG Holdings or any Affiliate, as such, for any breach or violation of its obligations of the applicable party under this Agreement or the transactions contemplated herebysuch agreements, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17instruments.

No Recourse. Notwithstanding anything that may be expressed or implied herein (except in this Agreement the case of the immediately succeeding sentence) or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member Party may be a partnership or limited liability company, each Member Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members Parties (each, but excluding for the avoidance of doubt, the MembersParties, a “Member Non-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract or otherwise) by or on behalf of such party Party against the Member Non-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Non-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the forgoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise contemplated hereby if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreementhereof, may only be brought against the entities that are expressly named as parties Parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. Each Member Non-Party Affiliate is expressly intended as a third-party beneficiary of this Section 13.177(j).

No Recourse. (a) Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewithTransaction Document, and notwithstanding the fact that any Member Party may be a partnership or limited liability company, each Member heretoParty, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that (i) no Persons other than the Members shall Parties will have any obligation hereunder hereunder, and that (ii) it has no no, rights of recovery hereunder against, and no recourse relating to or arising out of this Agreement, the Financing or otherwise in connection with the transactions contemplated hereunder or under any documentstherewith, agreementswhether at law or in equity, in contract, in tort, or instruments delivered contemporaneously herewith otherwise or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any Financing Source, former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative Representative, co-owner or employee equity holder of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Person against the Member Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable lawLegal Requirement, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall will attach to, be imposed on, on or otherwise be incurred by any Member Party Affiliate, as such, for any obligations of the applicable party under Person relating to or arising out of this Agreement Agreement, the Financing or otherwise in connection with the transactions contemplated herebyhereunder, under any documents whether at law or instruments delivered contemporaneously herewithin equity, in respect of contract, in tort, or otherwise or any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth inNeither Sellers, and subject nor any of their Affiliates or their respective Representatives, (i) will have any rights or claims against any Financing Source (solely in all cases to the terms and conditions of and limitations herein, their respective capacities as Financing Sources) in connection with this Agreement may only be enforced againstor any other agreement contemplated by, and or entered into in connection with, the acquisitions contemplated by this Agreement or otherwise, including any commitments by the Financing Sources in respect of financing the transactions contemplated by this Agreement, (ii) will seek to enforce this Agreement against any Financing Source (solely in their respective capacities as Financing Sources) or (iii) will bring any claim or cause of action against any Financing Source (solely in their respective capacities as Financing Sources) under this Agreement or any other agreement contemplated by, or entered into in connection with, the acquisitions contemplated by this Agreement or otherwise, including any commitments by the Financing Sources in respect of financing the transactions contemplated by this Agreement. In addition, in no event will any kind based uponFinancing Source be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortuous nature. (b) Notwithstanding anything in this Agreement to the contrary, to the extent the provisions of Section 13.12(a) are determined by a court of competent jurisdiction to not be enforceable, the Parties hereto acknowledge and irrevocably agree (i) that any Proceeding, whether involving claims in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources arising out of, or relating to, the transactions contemplated by this Agreement and the Transaction Documents, the Financing or the performance of services thereunder or related thereto shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, New York, New York, and any appellate court thereof and each Party hereto submits for itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (ii) not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such 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 13.2 shall be effective service of process against them for any such Proceeding brought in any such court, (iv) to waive and hereby waive, to the fullest extent permitted by applicable 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 Proceeding in any such court, (v) to waive and hereby waive any right to trial by jury in respect of any such Proceeding, (vi) 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 Legal Requirements; and (vii) that any such Proceedings shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law rules of such State that would result in the application of the laws of any other State. (c) To the extent that any Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such Party hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (d) EACH OF THE PARTIES HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY LITIGATION, or the negotiationACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH ANY ACTION, execution or performance of this AgreementCLAIM, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17PROCEEDING, CAUSE OF ACTION OR SIMILAR CLAIMS OR ASSERTIONS OF ANY KIND OR DESCRIPTION REFERRED TO IN THIS SECTION 13.12.

No Recourse. Notwithstanding anything that may be expressed or implied herein (except in this Agreement the case of the immediately succeeding sentence) or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member Party may be a partnership or limited liability company, each Member heretoParty, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members Parties (each, but excluding for the avoidance of doubt, the MembersParties, a “Member Non-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract or otherwise) by or on behalf of such party Party against the Member Non-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Non-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated herebyTransactions, under any documents or instruments delivered contemporaneously herewith, at or prior to Closing, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the forgoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise contemplated hereby if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreementhereof, may only be brought against the entities that are expressly named as parties hereto Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Each Member Non-Party Affiliate is expressly intended as a third-party beneficiary of this Section 13.1710.14.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Party against the Member Affiliatessuch Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliatesuch Persons, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this This Agreement may only be enforced against, and any claim actions, suits, proceedings, claims, demands, disputes, cross claims, counterclaims or cause causes of action of any kind (whether in contract or tort or otherwise) that may be based upon, arising arise out of, of or related relate to this Agreement, the Merger Agreement or any Other Investment Agreement or the transactions contemplated hereby or thereby, or the negotiation, execution or performance of this Agreement, the Merger Agreement or any Other Investment Agreement or the transactions contemplated hereby or thereby, may be made only be brought against the entities that are expressly named identified as the party or parties to such agreement(s). No person who is not a party hereto, including any past, present or future direct or indirect equityholder, director, officer, employee, incorporator, member, manager, partner, affiliate, agent, attorney, financing source, assignee or representative of any party hereto or its affiliates or of PACW or its affiliates or any former, current or future direct or indirect equityholder, director, officer, employee, incorporator, agent, attorney, representative, partner, member, manager, affiliate, agent, assignee or representative of any of the foregoing (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) to any other party hereto (or its affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or the transactions contemplated hereby, or for any claim based on, in respect of, or by reason of this Agreement or the transactions contemplated hereby, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, and then only with respect each party hereto irrevocably and unconditionally waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. Notwithstanding the foregoing, nothing in this Section 4.15 shall (or is meant to) limit in any manner the rights and obligations of the Sponsors under the Equity Commitment Letter, the Limited Guarantee, Confidentiality Agreement or PACW NDA, in each case to the specific obligations set forth herein with respect to such party. Each Member Affiliate is extent expressly intended as a third-party beneficiary of this Section 13.17provided therein.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement Agreement, or any document, agreement, document or instrument delivered contemporaneously in connection herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreementletter agreement, each party hereto covenants, agrees and acknowledges that no Persons person other than the Members other parties hereto has or shall have any liability, obligation hereunder and that it or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent or otherwise, hereunder, no party has no rights the right of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents document or instruments instrument delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewithherewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except , the transactions contemplated hereby or in respect of any oral representations made or alleged to the extent otherwise expressly set forth inbe made in connection herewith, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and no personal liability whatsoever shall attach to, be imposed upon or be incurred by, any claim former, current or cause future direct or indirect equity holders, controlling persons, directors, officers, employees, agents, affiliates (other than any assignee permitted in accordance with Section 9(j) hereof), members, managers, general or limited partners or assignees (each a “Representative”) of action the any other party, or any Representative of any kind based uponof the foregoing (collectively, arising out ofin respect of such party, each a “Non-Recourse Party”), through such other party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of a party against any Non-Recourse Party of the other, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or related otherwise. Notwithstanding anything to this Agreementthe contrary in the foregoing, Holdings shall be permitted to pursue specific performance, or any other equitable remedy available at law, to enforce the negotiation, execution or performance of Purchasers’ obligations under this Agreement, may only be brought against the entities that are expressly named Agreement as parties hereto and then only with respect it relates to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17Merger.

No Recourse. Parent (on behalf of itself and Merger Sub) agrees that the Stockholder shall be liable in its respective capacity as a stockholder of the Company for claims, damages, expenses, liabilities or obligations arising under the Merger Agreement. Notwithstanding anything that may be expressed or implied herein (except in this Agreement the case of the immediately succeeding sentence) or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member party to this Agreement may be a partnership or limited liability company, each Member party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons persons other than the Members parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Personperson, fiduciary, representative or employee of any Member party hereto (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member party hereto (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Personperson, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members parties hereto (each, but excluding for the avoidance of doubt, the Membersparties hereto, a “Member AffiliateRelated Party”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member AffiliatesRelated Parties, by the enforcement of any assessment or by any legal or equitable proceedingLegal Proceeding, or by virtue of any statute, regulation or other applicable lawLegal Requirement, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member AffiliateRelated Party, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the forgoing, a Related Party may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise contemplated hereby if such Related Party is party to such document, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreementhereof, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate Related Party is expressly intended as a third-party beneficiary of this Section 13.179(i).

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member Party may be a corporation, partnership or limited liability company, each Member Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members Parties (each, but excluding for the avoidance of doubt, the MembersParties, a “Member Non-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract or otherwise) by or on behalf of such party Party against the Member Non-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Non-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated herebyby this Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the forgoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties Parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. Each Member Non-Party Affiliate is expressly intended as a third-party beneficiary of this Section 13.1711.15. Notwithstanding any provision of this Agreement to the contrary, in no event shall Sellers, the RSI Companies or any of their respective Affiliates or representatives (a) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Equity Financing Source in connection with this Agreement or (b) seek to enforce the commitments against, make any claims for breach of any Subscription Agreement against, or seek to recover monetary damages from, or otherwise ▇▇▇, any Equity Financing Source for the Permitted Equity Financing in connection with (i) this Agreement or (ii) the obligations of the Equity Financing Sources for the Permitted Equity Financing under the applicable Subscription Agreement. Nothing in this Section 11.15 shall in any way limit or qualify the rights and obligations of the Equity Financing Sources for the applicable Permitted Equity Financing, the Buyer and the other parties to the Subscription Agreement to each other thereunder or in connection therewith.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewithotherwise, and notwithstanding the fact that any Member certain Apollo Parties may be a partnership or partnerships, limited liability companycompanies, corporations or other entities, each Member hereto, by its acceptance of the benefits of this Agreement, party hereto covenants, agrees and acknowledges that no Persons other than the Members shall have recourse under this Agreement or any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, documents or instruments delivered contemporaneously herewith by any Person pursuant hereto or in respect of any oral representations made or alleged to be made in connection herewith or therewith otherwise shall be had againstagainst any of Apollo’s, any other Apollo Party’s, any Apollo Entity’s or any of the foregoing’s respective Affiliates’ former, current or future director, officer, agent, Affiliate, manager, assignee, incorporatordirect or indirect equity holders, controlling PersonPersons, fiduciarystockholders, representative or employee of any Member (or any of their successor or permitted assignees)directors, against any formerofficers, currentemployees, or future general or limited partneragents, managerAffiliates, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any formermembers, current or future directorfinancing sources, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativemanagers, general or limited partner, stockholder, manager partners or member of any of the foregoing, but in each case not including the Members assignees (each, but excluding a “Related Party” and collectively, the “Related Parties”), in each case, other than (subject, for the avoidance of doubt, to the Members, a “Member Affiliate”)provisions of this Agreement) each party hereto or any of its respective assignees under this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statuteapplicable Law, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member Affiliateof the Related Parties, as such, for any obligations obligation or liability of the applicable any party hereto or any of its respective assignees under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of by any oral representations made or alleged to be made in connection herewith or therewith, or Person pursuant hereto for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations or liabilities or their creation. Except ; provided, however, that nothing in this Section 7.16 shall relieve or otherwise limit the liability of any party hereto or any of its respective assignees for any breach or violation of its obligations under such agreements, documents or instruments; and provided, further, that upon a Transfer of the shares of the Common Stock owned by the Apollo Parties which would result in the termination of this Agreement in accordance with Section 7.1, following the date of such Transfer, the Limited Guarantee shall become effective and remain in effect for a period of twenty (20) days following the date of such Transfer (and shall continue in effect during the pendency of any claim made thereunder) and pursuant to the extent otherwise expressly set forth inwhich, and subject in all cases to the terms and conditions of contained therein, the Apollo Entities party thereto shall be secondarily responsible to the Company (and limitations herein, this Agreement may only be enforced against, and no other Person) for any claim or cause of action of any kind based upon, damages directly arising out of or directly resulting from any Transfer that was in violation of, or related to this Agreementdirectly caused a material breach of, or the negotiation, execution or performance terms of this Agreement. Notwithstanding the foregoing, may only be brought the Company agrees not to seek to recover, directly or indirectly, any amounts under the Limited Guarantee unless and until the Company has exhausted all available remedies against the entities that are expressly named as parties hereto and then only with respect Apollo Parties, but may submit a claim under the Limited Guarantee during such time solely in order to preserve its rights while it pursues available remedies against the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17Apollo Parties.

No Recourse. Notwithstanding anything that may be expressed All claims, obligations, liabilities or implied causes of action (whether in this Agreement contract or any documentin tort, agreementin law or in equity or otherwise, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership granted by statute or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim (whether in tortlimited liability company veil or any other theory or doctrine, contract including alter ego or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, may be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based onupon, in respect of, arise under, out of or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out ofconnected with, or related relate in any manner to this Agreement, or the negotiation, execution or performance or non-performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the persons that are expressly identified as parties to this Agreement. In no event shall any party to this Agreement have any shared or vicarious liability for the actions or omissions of any other person. Except as otherwise expressly set forth in this Agreement, may only be brought against no person who is not a party to this Agreement, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, financing source, attorney or representative or assignee of any party to this Agreement, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, financing source, attorney or representative or assignee of any of the entities that are expressly named as parties hereto and then only with foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach and, to the specific maximum extent permitted by applicable law; and each party hereto waives and releases all such liabilities, claims, causes of action and obligations set forth herein with respect against any such Nonparty Affiliates. Notwithstanding anything to such party. Each Member the contrary herein, none of the parties to this Agreement or any Nonparty Affiliate is expressly intended shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a third-party beneficiary result of this Section 13.17Agreement or any other agreement referenced herein or the transactions contemplated hereunder, or the termination or abandonment of any of the foregoing.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”)}, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.1713,17.

No Recourse. Notwithstanding anything that may be expressed No recourse under or implied with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Purchaser or the Debtor or AMTN as contained in this Agreement or any document, other agreement, instrument or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership document entered into by it pursuant hereto or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had againstagainst any incorporator, any formeraffiliate, current or future directorstockholder, officer, agent, Affiliate, manager, assignee, incorporator, controlling employee or director of such Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliatesas such, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation statute or other applicable law, otherwise (except to the extent that recourse against any such Person arises from the gross negligence or otherwisewillful misconduct of such Person); it being expressly agreed and acknowledged understood that the agreements of the Purchaser and the Debtor contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to, be imposed on, to or otherwise be incurred by any Member Affiliateincorporator, stockholder, affiliate, officer, employee or director of such Person, as such, for or any obligations of them, under or by reason of any of the applicable party under obligations, covenants or agreements of such Person contained in this Agreement or the transactions contemplated herebyin any other such instruments, under any documents or instruments delivered contemporaneously herewithagreements, in respect or which are implied therefrom, and that any and all personal liability of each incorporator, stockholder, affiliate, officer, employee or director of such Person, or any of them, for breaches by such Person of any oral representations made such obligations, covenants or alleged to be made in connection herewith agreements, which liability may arise either at common law or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect ofat equity, or by reason ofstatute or constitution, such obligations or their creation. Except otherwise, is hereby expressly waived except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action that such personal liability of any kind based upon, arising out of, such Person arises from the gross negligence or related to willful misconduct of such Person. The provisions of this Agreement, or Section 7.06 shall survive the negotiation, execution or performance termination of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement herein or any document, agreement, agreement or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member heretoParty, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, agreements or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member Party (or any of their successor respective successors or permitted assigneesassigns), against any former, current, current or future general or limited partner, manager, stockholder shareholder or member of any Member Party (or any of their respective successors or permitted assigneesassigns) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholdershareholder, manager or member of any of the foregoing, but but, in each case case, not including the Members Parties (each, but excluding excluding, for the avoidance of doubt, the MembersParties, a “Member Non-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract or otherwise) ), by or on behalf of such party Party against the Member Affiliatesa Non-Party Affiliate, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member Non-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated hereby, or under any documents or instruments delivered contemporaneously herewith, at or prior to Closing, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, of or by reason of, of such obligations or their respective creation. Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements or instruments delivered contemporaneously herewith or otherwise contemplated hereby if such Non-Party Affiliate is party to or bound by such document, agreement or instrument. Except to the extent otherwise expressly set forth inherein, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, of or related to this Agreement, or the negotiation, execution or performance of this Agreementhereof, may only be brought against the entities that are expressly named as parties hereto Parties and then only with respect to the specific obligations set forth herein with respect to any such partyParty. Each Member Non-Party Affiliate is expressly intended as a third-party beneficiary of this Section 13.1711.14.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member Party may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, each Party covenants, agrees and acknowledges that (a) no Persons Person other than the Members Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and (b) no recourse hereunder under this Agreement or under any documents, agreements, documents or instruments delivered contemporaneously in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporatordirect or indirect equityholders, controlling PersonPersons, fiduciarystockholders, representativedirectors, officers, employees, Affiliates, members, managers, general or limited partnerpartners, stockholderagents, manager attorneys or member other representatives of such Party, or any of its successors or assigns, or any former, current or future direct or indirect equityholders, controlling Persons, stockholders, directors, officers, employees, Affiliates, members, managers, general or limited partners, agents, attorneys or other representatives or successors or assignees of any of the foregoing, but in each case not including the Members foregoing (each, but excluding for the avoidance of doubta “Related Party” and, collectively, the Members, a “Member AffiliateRelated Parties”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statuteapplicable Law, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member Affiliate, as such, Related Party for any obligations of Seller or the applicable party SPV, as the case may be, or any of its successors or permitted assigns under this Agreement or the transactions contemplated hereby, under any documents or instruments instrument delivered contemporaneously herewith, in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith, therewith or for any claim (whether at law or equity, in tort, contract or otherwise) based on, in respect of, or by reason of, of such obligations or their creation. Except , in each case except to the extent otherwise expressly set forth in, and subject in all cases of any liability or obligation of a Person pursuant to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related a Transaction Document to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such which it is a party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or Agreement, Purchaser, by its acceptance hereof, covenants, acknowledges and agrees that no party other than the parties hereto shall have any documentobligation hereunder and that, agreement, or instrument delivered contemporaneously herewith, and (a) notwithstanding the fact that any Member of the undersigned may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse (whether at law, in equity, in contract, in tort or otherwise) hereunder or under any documents, agreements, documents or instruments delivered contemporaneously herewith in connection herewith, or in respect of any oral representations made or alleged to be made in connection herewith or therewith therewith, shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future direct or indirect director, officer, employee, agent, employee, Affiliatepartner, manager, assigneemember, incorporatorsecurity holder, affiliate, stockholder, controlling Personparty, fiduciaryassignee, representative, general lender or limited partnerother financing source of the undersigned, stockholderother than the parties hereto or their assignees under the Offer (any such party, manager other than the parties hereto or member their assignees under the Offer, a "Related Party"), or any Related Party of any Related Party of any party hereto (including, without limitation, in respect of any liabilities or obligations arising under, or in connection with, this Agreement or the foregoingtransactions contemplated hereby (or in respect of any oral representations made or alleged to be made in connection herewith or therewith) or with respect to any legal action (whether at law, but in each case not including the Members (eachequity, but excluding for the avoidance of doubtin contract, the Members, a “Member Affiliate”in tort or otherwise), including, without limitation, in the event Purchaser breaches its obligations under the Offer and including whether or not Purchaser's breach is caused by or through attempted piercing the breach by any Investor of the corporate veil, by or through a claim (its obligations under this Agreement) whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that (b) no personal liability whatsoever shall will attach to, be imposed on, on or otherwise be incurred by any Member Affiliate, as such, for Related Party of any obligations party hereto or any Related Party of the applicable any Related Party of any party hereto under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in connection herewith (or in respect of any oral representations made or alleged to be made in connection herewith or therewith, ) or for any claim legal action (whether at law, in tortequity, contract in contract, in tort or otherwise) based on, in respect of, or by reason of, of such obligations hereunder or by their creation. Except to the extent otherwise expressly set forth in, and subject Nothing in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, express or implied, is intended to or shall confer upon any party, other than the negotiationparties hereto, execution any right, benefit or performance remedy of any nature whatsoever under or by reason of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member party hereto may be a partnership or limited liability company, each Member party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member KKR Stockholder, KKR Americas XII, any Walgreens Stockholder or WBA (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members named parties hereto (each, but excluding for the avoidance of doubt, the Membersnamed parties hereto, a an “Member AffiliateAssociated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member AffiliatesAssociated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member AffiliateAssociated Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewithotherwise, and notwithstanding the fact that any Member certain Holders may be a partnership or partnerships, limited liability companycompanies, corporations or other entities, each Member hereto, by its acceptance of the benefits of this Agreement, party hereto covenants, agrees and acknowledges that no Persons other than the Members shall have recourse under this Agreement or any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, documents or instruments delivered contemporaneously herewith by any Person pursuant hereto or in respect of any oral representations made or alleged to be made in connection herewith or therewith otherwise shall be had againstagainst any of the Apollo Investor’s, Apollo Group’s (disregarding the Affiliate Exclusion), the Vistria Investor’s or any of the foregoing’s respective Affiliates’ (disregarding the Affiliate Exclusion) former, current or future director, officer, agent, Affiliate, manager, assignee, incorporatordirect or indirect equity holders, controlling PersonPersons, fiduciarystockholders, representative or employee of any Member directors, officers, employees, agents, Affiliates (or any of their successor or permitted assigneesdisregarding the Affiliate Exclusion), against any formermembers, currentfinancing sources, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativemanagers, general or limited partnerpartners or assignees (each, stockholdera “Related Party” and, manager or member collectively, the “Related Parties”) (it being agreed that the Affiliate Exclusion shall be disregarded for purposes of any all uses of the foregoingterms “Related Party” and “Related Parties” in this Agreement), but in each case not including the Members other than (eachsubject, but excluding for the avoidance of doubt, to the Members, a “Member Affiliate”)provisions of this Agreement) each party hereto or any of its respective assignees under this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statuteapplicable Law, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member Affiliateof the Related Parties, as such, for any obligations obligation or liability of the applicable any party hereto or any of its respective assignees under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of by any oral representations made or alleged to be made in connection herewith or therewith, or Person pursuant hereto for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations or liabilities or their creation. Except to ; provided, however, that nothing in this Section 6.15 shall relieve or otherwise limit the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action liability of any kind based uponparty hereto or any of its respective assignees for any breach or violation of its obligations under such agreements, arising out of, documents or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17instruments.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member party hereto may be a partnership or limited liability company, each Member party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member other party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member KKR Investor (or any of their successors or permitted assigneesassignees of a KKR Investor) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members named parties hereto (each, but excluding for the avoidance of doubt, the Membersnamed parties hereto, a an “Member AffiliateAssociated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member AffiliatesAssociated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member AffiliateAssociated Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewithother Transaction Document, and notwithstanding the fact that any Member party to any Transaction Document may be a partnership or limited liability company, each Member heretoParty, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall Persons that are expressly parties to each Transaction Document will have any obligation hereunder thereunder and that it has (on behalf of itself and its Subsidiaries) no rights of recovery hereunder thereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith thereunder or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall will be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative Representative, co-owner or employee equity holder of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (other than a Party) (each, but excluding for the avoidance of doubt, the Members, a “Member Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract or otherwise) by or on behalf of such party Person against the Member Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable lawApplicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall will attach to, be imposed on, on or otherwise be incurred by any Member Party Affiliate, as such, for any obligations of the applicable party Person under this Agreement any Transaction Document or the transactions transaction contemplated herebythereby, under any documents or instruments delivered contemporaneously herewiththerewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that any Member party hereto may be a partnership or limited liability company, each Member party hereto, by its acceptance of the benefits of this Agreement (which shall include any parties that join this Agreement), covenants, agrees and acknowledges that no Persons other than the Members named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member Chicago Investor or other party hereto (or any of their successor or permitted assignees)heirs, against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof assigns), or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholdershareholder, manager or member of any of the foregoingforegoing Persons, but in each case not including the Members named parties hereto (each, but excluding for the avoidance of doubt, the Members, a “Member AffiliateNon-Liable Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliatesany Non-Liable Person, by the enforcement of any assessment assignment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, Applicable Law or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member AffiliateNon-Liable Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be have been made in connection herewith or therewith, therewith or for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. (a) Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, except as provided in Section 7.12 and 7.15, 724 Solutions covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith this Agreement shall be had against, against any former, current or future Affiliates, shareholders or agents of Holdings, as such, or any current or former director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativemember, general or limited partner, stockholder, manager partner or member shareholder of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”)as such, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statuteLaw, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member current or future Affiliate, shareholder or agent of Holdings, as such, or any current or future director, officer, employee, member, general or limited partner or shareholder of any of the foregoing, as such, for any obligations obligation of the applicable party Holdings under this Agreement. (b) Notwithstanding anything that may be expressed or implied in this Agreement, Holdings covenants, agrees and acknowledges that no recourse under this Agreement shall be had against any current or the transactions contemplated herebyfuture Affiliates, under shareholders or agents of 724 Solutions, as such, or any documents current or instruments delivered contemporaneously herewithformer director, in respect officer, employee or shareholder of any oral representations made of the foregoing, as such, whether by the enforcement of any assessment or alleged to be made in connection herewith by any legal or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect ofequitable proceeding, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action virtue of any kind based uponLaw, arising out ofit being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future Affiliate, shareholder or agent of 724 Solutions, as such, or related to any current or future director, officer, employee or shareholder of any of the foregoing, as such, for any obligation of 724 Solutions under this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member party hereto may be a partnership or limited liability company, each Member party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder securityholder or member of any Member the Investor (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholdersecurityholder, manager or member of any of the foregoing, but in each case not including the Members named parties hereto (each, but excluding for the avoidance of doubt, the Membersnamed parties hereto, a an “Member Investor Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Investor Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Investor Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member party may be a partnership or limited liability company, each Member party hereto, by its acceptance of the benefits of this AgreementAgreement and the other Basic Documents, covenants, agrees and acknowledges that that, except as may be set forth in each of the Equity Commitment Letters, no Persons other than the Members parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”)parties, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliatessuch Persons and entities, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliatesuch Persons, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, document or instrument delivered contemporaneously in connection herewith, and notwithstanding the fact that an Investor or its general partner (or any Member assignee permitted hereunder) may be a limited partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreementletter, covenants, each Investor and Parent agrees and acknowledges that no Persons person has any liability or, other than the Members shall have an Investor or Parent, any obligation or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent or otherwise, hereunder and that it has no rights of recovery hereunder againstneither an Investor, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or Parent nor any of their successor or permitted assignees), against affiliates has any former, currentright of recovery under this Agreement, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations this Agreement or the Transaction or in respect of any oral representations made or alleged to be made in connection herewith, against, and no personal liability shall attach to, be imposed on, or otherwise be incurred by the former, current or future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners, successors or assignees of either Investor or any former, current or future equity holder, controlling person, director, officer, employee, agent, affiliate, member, manager, general or limited partner, successor or assignee of any of the foregoing (collectively, the “Non-Recourse Parties”), through an Investor, Parent or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of an Investor, Parent or their creationassigns permitted under the Agreement against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable Law, whether based in contract, tort or otherwise. Except Recourse against an Investor under this Agreement or another Transaction Document shall be the sole and exclusive remedy of the other Investor, Parent and all of their affiliates against an Investor and the Non-Recourse Parties in respect of any liabilities arising under, or in connection with, this Agreement, another Transaction Document or the Transaction or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at law or in equity, in contract, tort or otherwise. Each Investor and Parent hereby agrees that it shall not institute, and shall cause its affiliates not to institute, directly or indirectly, any action or bring any other claim arising under, or in connection with, this Agreement, the other Transaction Documents or the Transaction, against an Investor or any Non-Recourse Party, except for claims solely against an Investor under and to the extent otherwise expressly provided in this Agreement or any other Transaction Document and subject to the limitations described herein and therein. Nothing set forth in this letter shall confer or give or shall be construed to confer or give to any person other than an Investor or Parent (including any person acting in a representative capacity) any rights or remedies against any person, except as expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member Party may be a partnership or limited liability company, each Member heretoParty, by its acceptance of the benefits of this Agreement, covenants, agrees agrees, and acknowledges that no Persons other than the Members Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Controlling Person, fiduciary, representative representative, or employee of any Member Party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder stockholder, or member of any Member Party (or any of their successors or permitted assignees) ), or any Affiliate thereof thereof, or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Controlling Person, fiduciary, representative, general or limited partner, stockholder, manager manager, or member of any of the foregoing, but in each case not including the Members Parties (each, but excluding for the avoidance of doubt, the MembersParties, a “Member Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract contract, or otherwise) by or on behalf of such party Party against the Member Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation regulation, or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that any Member party hereto may be a partnership or limited liability company, each Member party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member Investor (or any of their successor or permitted assignees)heirs, against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof assigns), or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoingforegoing Persons, but in each case not including the Members named parties hereto (each, but excluding for the avoidance of doubt, the Members, a “Member AffiliateNon-Liable Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliatesany Non-Liable Person, by the enforcement of any assessment assignment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, Applicable Law or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member AffiliateNon-Liable Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be have been made in connection herewith or therewith, therewith or for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member party hereto may be a partnership or limited liability company, each Member party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members named parties hereto (each, but excluding for the avoidance of doubt, the Membersnamed parties hereto, a an “Member AffiliateAssociated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member AffiliatesAssociated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member AffiliateAssociated Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything Subject to the remainder of this Section 15.13, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) that may be expressed based upon, are in respect of, arise under, arise out or implied by reason of, are connected with, or relate in any manner to this Agreement, the negotiation, execution, or the performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) or the transactions contemplated hereby and thereby, may be made only against (and are expressly limited to) the entities that are expressly identified as “Parties” in the preamble to this Agreement or any documentsuccessor or permitted assign of any such Parties (“Contracting Parties”). No Person who is not a Contracting Party, agreementincluding without limitation any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or instrument delivered contemporaneously herewithRepresentative of, and notwithstanding the fact that any Member may be a partnership financial advisor, lender, investor or limited liability companyequity provider (whether actual or prospective) of, each Member heretoany Contracting Party, by its acceptance or any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any of the benefits foregoing (“Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity, or granted by statute) to any Contracting Party with which it is not engaged or does not have a contractual relationship with (outside of this Agreement) or any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement, the performance of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason ofof this Agreement or its negotiation, such obligations execution, performance, or their creation. Except breach; and, to the maximum extent otherwise expressly set forth inpermitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and subject in all cases obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the terms maximum extent permitted by Law, (a) each Contracting Party hereby waives and conditions of releases any and limitations hereinall rights, this Agreement may only be enforced againstclaims, and any claim demands, or cause causes of action of any kind based upon, arising out ofthat may otherwise be available at Law or in equity, or related granted by statute, to this Agreementavoid or disregard the entity form of a Contracting Party or otherwise impose liability of the other Contracting Party on any of its Nonparty Affiliates, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any of the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only other Contracting Party’s Nonparty Affiliates with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 13.1715.13 to the contrary, this Section 15.13 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement).

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member the Equity Investors or the MSDC Investor may be a partnership or limited liability company, each Member hereto, of Parent and each Investor by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons Person other than the Members Equity Investors or the MSDC Investor shall have any obligation hereunder and that it has no rights with respect to the obligations of recovery hereunder againstthe Equity Investors or the MSDC Investor, respectively, and no recourse hereunder under this Agreement or under any documents, agreements, documents or instruments delivered contemporaneously in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporatordirect or indirect equityholders, controlling Personpersons, fiduciarystockholders, representativedirectors, officers, employees, Affiliates, members, managers, general or limited partnerpartners, stockholderagents, manager attorneys or member other representatives of the Equity Investors or the MSDC Investor, or any of their successors or assigns, or any former, current or future direct or indirect equityholders, controlling persons, stockholders, directors, officers, employees, Affiliates, members, managers, general or limited partners, agents, attorneys or other representatives or successors or assignees of any of the foregoing, but in each case not including the Members foregoing (each, but excluding for the avoidance of doubta “SLP Related Party” or an “MSDC Related Party”, respectively, and collectively, the Members“SLP Related Parties” or “MSDC Related Parties”, a “Member Affiliate”respectively), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member Affiliate, as such, SLP Related Party or MSDC Related Party for any obligations of any Equity Investor or the applicable party MSDC Investor, respectively, or any of its successors or permitted assigns under this Agreement or the transactions contemplated hereby, under any documents or instruments instrument delivered contemporaneously herewith, in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith, therewith or for any claim (whether at law or equity, in tort, contract or otherwise) based on, in respect of, or by reason of, of such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member Party may be a partnership or limited liability company, each Member heretoParty, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members parties to this Agreement (and their respective successors and assigns) shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, (a) any former, current or future director, officer, agent, Affiliate, manager, advisor, subadvisor, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member Party (or any of their successor successors or permitted assignees), against (b) any former, current, or future general or limited partner, manager, stockholder or member of any Member Party (or any of their successors or permitted assignees) or (c) any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, advisor, subadvisor, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, or in each case, any financing sources of any of the foregoing, but in each case not including the Members Parties (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”and their respective successors and assigns), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Party against the Member Affiliatessuch persons and entities, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliatesuch Persons, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, or in connection or contemplation hereof, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member Party may be a corporation, partnership or limited liability company, each Member Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future shareholder, member, partner, director, manager, officer, agent, Affiliate, manageraffiliate, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, such Person for any obligations of the applicable party Party under this Agreement or the transactions contemplated herebyby this Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties Parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17Party.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, letter agreement, or any document or instrument delivered contemporaneously in connection herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreementletter agreement, Parent covenants, agrees and acknowledges that no Persons Person other than Parent, the Members shall have Sponsor and ▇▇▇▇▇▇ Sub has any liability, obligation or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent or otherwise, hereunder and that, notwithstanding that it the Sponsor or any of its successors or permitted assigns may be limited partnerships, Parent has no rights right of recovery hereunder against, and no recourse hereunder under this letter agreement or under any documents, agreements, document or instruments instrument delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except , the transactions contemplated hereby or in respect of any oral representations made or alleged to the extent otherwise expressly set forth inbe made in connection herewith, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and no personal liability whatsoever shall attach to, be imposed upon or be incurred by, any former, current or future equity holders, controlling persons, incorporators, directors, officers, employees, advisors, agents, representatives, Affiliates (other than any assignee to which this letter agreement is assigned pursuant to Section 13 hereof), members, managers or general or limited partners of the Sponsor or any former, current or future stockholder, controlling person, incorporator, director, officer, employee, advisor, general or limited partner, member, manager, Affiliate (other than any assignee to which this letter agreement is assigned pursuant Section 13 hereof), financing source, portfolio company, representative or agent of any of the foregoing and their successors or assigns (collectively, but expressly not including Parent, the Sponsor or Merger Sub, each a “Non-Recourse Party”), whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party, as such, for any obligations of the Sponsor or any of its successors or permitted assignees under this letter agreement or any documents or instruments delivered in connection herewith or for any claim or cause of action of any kind based uponon, arising out in respect of, or related to this Agreement, by reason of such obligation or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17their creation.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any documentAll claims, agreementobligations, liabilities, or instrument delivered contemporaneously herewithcauses of action (whether in contract or in tort, and notwithstanding the fact that any Member may be a partnership in Law or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder in equity or under any documents, agreementsotherwise, or instruments delivered contemporaneously herewith granted by statute or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim (whether in tortlimited liability company veil or any other theory or doctrine, contract including alter ego or otherwise) by or on behalf of such party against the Member Affiliatesthat may be based upon, by the enforcement of any assessment in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate in any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under manner to this Agreement or the transactions contemplated herebyother Transaction Documents, under or the negotiation, execution, or performance or non-performance of this Agreement or the other Transaction Documents (including any documents representation or instruments delivered contemporaneously herewithwarranty made in, in respect connection with, or as an inducement to, this Agreement or the other Transaction Documents), may be made only against (and such representations and warranties are those solely of) the persons that are expressly identified as parties to this Agreement or the applicable Transaction Document (the “Contracting Parties”) except as set forth in this Section 10.11. In no event shall any Contracting Party have any shared or vicarious liability for the actions or omissions of any oral representations made other person. No person who is not a Contracting Party, including any current, former or alleged to be made future director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, financing source, attorney or Representative or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, financing source, attorney or Representative or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any obligations or liabilities arising under, out of, in connection herewith with, or therewith, related in any manner to this Agreement or the other Transaction Documents or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations of this Agreement or the other Transaction Documents or their creation. Except negotiation, execution, performance, or breach, except with respect to willful misconduct or common law fraud against the person who committed such willful misconduct or common law fraud, and, to the maximum extent otherwise expressly set forth inpermitted by applicable Law; and each party hereto waives and releases all such liabilities, claims, causes of action and subject in all cases obligations against any such Nonparty Affiliates. The parties acknowledge and agree that the Nonparty Affiliates are intended third-party beneficiaries of this Section 10.11. Notwithstanding anything to the terms and conditions of and limitations contrary herein, this Agreement none of the Contracting Parties or any Nonparty Affiliate shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance alleged as a result of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to Transaction Documents or any other agreement referenced herein or therein or the specific obligations set forth herein with respect to such partytransactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17[Signature Page Follows.]

No Recourse. Notwithstanding Subject to Section 9.3, notwithstanding anything that may be expressed or implied in this Agreement or any documentAgreement, agreementthe Parties acknowledge and agree that all claims, obligations, liabilities, or instrument delivered contemporaneously herewithcauses of action (whether in contract or in tort, and notwithstanding the fact that any Member may be a partnership in Law or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder in equity or under any documents, agreementsotherwise, or instruments delivered contemporaneously herewith granted by statute or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim (whether in tortlimited liability company veil or any other theory or doctrine, contract including alter ego or otherwise) by or on behalf of such party against the Member Affiliatesthat may be based upon, by the enforcement of any assessment in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate in any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under manner to this Agreement or the transactions contemplated herebyAncillary Documents, under or the negotiation, execution, or performance or non-performance of this Agreement or the Ancillary Documents (including any documents representation or instruments delivered contemporaneously herewithwarranty made in, in respect connection with, or as an inducement to, this Agreement or the Ancillary Documents), may be made only against (and such representations and warranties are those solely of) the persons that are expressly identified as parties to this Agreement or the applicable Ancillary Document (the “Contracting Parties”) except as set forth in this Section 11.13. In no event shall any Contracting Party have any shared or vicarious liability for the actions or omissions of any oral representations made other person. No person who is not a Contracting Party, including any current, former or alleged to be made future director, officer, employee, incorporator, member, partner, manager, shareholder, affiliate, agent, financing source, attorney or Representative or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholder, affiliate, agent, financing source, attorney or Representative or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any obligations or liabilities arising under, out of, in connection herewith with, or therewith, related in any manner to this Agreement or the other Ancillary Documents or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations of this Agreement or the other Ancillary Documents or their creationnegotiation, execution, performance, or breach; and each Party waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Except Notwithstanding anything to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations contrary herein, this Agreement none of the Contracting Parties or any Nonparty Affiliate shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance alleged as a result of this Agreement, may only be brought against the entities Ancillary Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing. The Parties acknowledge and agree that the Nonparty Affiliates are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary beneficiaries of this Section 13.1711.13.

No Recourse. Notwithstanding anything that may be expressed or implied herein (except in this Agreement the case of the immediately succeeding sentence) or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member party to this Agreement may be a partnership or limited liability company, each Member party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member party hereto (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member party hereto (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members parties hereto (each, but excluding for the avoidance of doubt, the Membersparties hereto, a “Member AffiliateRelated Party”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member AffiliatesRelated Parties, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member AffiliateRelated Party, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the forgoing, a Related Party may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise contemplated hereby if such Related Party is party to such document, agreement or instrument or as otherwise set forth therein. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, upon or arising out of, or related to of this Agreement, or the negotiation, execution or performance of this Agreementhereof, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate Related Party is expressly intended as a third-party beneficiary of this Section 13.175.13. As used in this Section 5.13, “Affiliate” shall have the meaning set forth in Rule 501 (or any successor rule) promulgated under the Securities Act of 1933, as amended.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewithotherwise, and notwithstanding the fact that any Member certain Holders may be a partnership or partnerships, limited liability companycompanies, corporations or other entities, each Member hereto, by its acceptance of the benefits of this Agreement, party hereto covenants, agrees and acknowledges that no Persons other than the Members shall have recourse under this Agreement or any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, documents or instruments delivered contemporaneously herewith by any Person pursuant hereto or in respect of any oral representations made or alleged to be made in connection herewith or therewith otherwise shall be had againstagainst any of the Sponsor Fund’s, any Co-Invest HoldCo’s, Apollo Group’s (disregarding the Affiliate Exclusion), the ABRY Investors’ or any of the foregoing’s respective Affiliates’ former, current or future director, officer, agent, Affiliate, manager, assignee, incorporatordirect or indirect equity holders, controlling PersonPersons, fiduciarystockholders, representative or employee of any Member (or any of their successor or permitted assignees)directors, against any formerofficers, currentemployees, or future general or limited partneragents, managerAffiliates, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any formermembers, current or future directorfinancing sources, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativemanagers, general or limited partnerpartners or assignees (each, stockholdera “Related Party,” and, manager or member collectively, the “Related Parties”) (it being agreed that the Affiliate Exclusion shall be disregarded for purposes of any all uses of the foregoingterms “Related Party” and “Related Parties” in this Agreement), but in each case not including the Members other than (eachsubject, but excluding for the avoidance of doubt, to the Members, a “Member Affiliate”)provisions of this Agreement) each party hereto or any of its respective assignees under this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statuteapplicable Law, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member Affiliateof the Related Parties, as such, for any obligations obligation or liability of the applicable any party hereto or any of its respective assignees under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of by any oral representations made or alleged to be made in connection herewith or therewith, or Person pursuant hereto for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations or liabilities or their creation. Except to ; provided, however, that nothing in this Section 7.15 shall relieve or otherwise limit the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action liability of any kind based uponparty hereto or any of its respective assignees for any breach or violation of its obligations under such agreements, arising out of, documents or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17instruments.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement letter agreement, or any document, agreement, document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreementletter agreement, covenantsexcept in the case of fraud or willful misconduct of the Investors, Parent acknowledges and agrees and acknowledges that no Persons Person other than the Members shall have Investors (and any assignee permitted in accordance with Section 5 hereof) has any obligation hereunder or, except for Parent, in connection with the transactions contemplated hereby and that, notwithstanding that it the Investors (or any assignee permitted in accordance with Section 5 hereof) may be a limited partnership or limited liability company, no Person has no rights any right of recovery hereunder under this letter agreement against, and no recourse hereunder under this letter agreement or under any documents, agreements, document or instruments instrument contemporaneously delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith therewith, shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporatorequity holders, controlling PersonPersons, fiduciarydirectors, representative or employee of officers, employees, Affiliates (other than any Member (or any of their successor or assignees permitted assigneesin accordance with Section 5 hereof), against any formermembers, current, managers or future general or limited partnerpartners of Investor, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future equity holder, controlling Person, director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholdermember, manager or member Affiliate (other than any assignee permitted in accordance with Section 5 hereof) of any of the foregoingforegoing (collectively, but in each case not including the Members (eachParent, but excluding for the avoidance of doubtMerger Sub, the MembersInvestors or any assignee permitted in accordance with Section 5 hereof, a the “Member AffiliateInvestor Affiliates”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Parent against the Member Affiliatesany Investor Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Investor Affiliate, as such, for any obligations obligation of the applicable party any Investor under this Agreement letter agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously in connection herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except Parent further agrees that neither it nor any of its Affiliates shall have any right of recovery against any Investor or any Investor Affiliates, whether by piercing of the corporate veil, by a claim on behalf of Parent against any Investor or any Investor Affiliates, or otherwise, except for Parent’s right to be capitalized by the Investors under and to the extent otherwise expressly set forth in, provided in this letter agreement and subject in all cases to the terms and conditions of hereof. Parent hereby covenants and limitations herein, this Agreement may only be enforced againstagrees that it shall not institute, and shall cause its controlled Affiliates not to institute, any proceeding or bring any other claim (whether in tort, contract or cause of action otherwise) arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, or in respect of any kind based uponoral representations made or alleged to be made in connection therewith, arising out of, against any Investor or related to any Investor Affiliate except for claims solely against any Investor under this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17letter agreement.

No Recourse. Notwithstanding anything to the contrary, except to the extent otherwise expressly set forth herein or in the case of fraud, and in all cases upon the terms and subject to the conditions of, and limitations herein, this Agreement or any other Transaction Document may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement or any other Transaction Document, may only be brought against the entities that are expressly named as parties hereto or thereto and then only with respect to the specific obligations set forth herein or therein with respect to such party. Without limiting the foregoing sentence and notwithstanding anything that may be expressed or implied in this Agreement or in any documentother Transaction Document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding except in the fact that any Member may be a partnership or limited liability companycase of fraud, each Member heretoparty hereto or thereto, by its acceptance of the benefits of this AgreementAgreement or other Transaction Document, covenants, agrees and acknowledges that no Persons other than the Members parties named herein or therein shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager manager, member or member lenders, of any of the foregoing, but in each case not including the Members Parties (each, but excluding for the avoidance of doubt, the Members, a “Member Nonparty Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Nonparty Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingAction, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Nonparty Affiliate, as such, for any obligations of the applicable party under this Agreement Agreement, the Transaction Documents or the transactions contemplated herebyTransactions, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to The Parties acknowledge and agree that the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that Nonparty Affiliates are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary beneficiaries of this Section 13.179.22.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any documentAll claims, agreementobligations, liabilities, or instrument delivered contemporaneously herewithcauses of action (whether in contract or in tort, and notwithstanding the fact that any Member may be a partnership in Law or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder in equity or under any documents, agreementsotherwise, or instruments delivered contemporaneously herewith granted by statute or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim (whether in tortlimited liability company veil or any other theory or doctrine, contract including alter ego or otherwise) by or on behalf of such party against the Member Affiliatesthat may be based upon, by the enforcement of any assessment in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate in any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under manner to this Agreement or the transactions contemplated herebyother Transaction Documents, under or the negotiation, execution, or performance or non-performance of this Agreement or the other Transaction Documents (including any documents representation or instruments delivered contemporaneously herewithwarranty made in, in respect connection with, or as an inducement to, this Agreement or the other Transaction Documents), may be made only against (and such representations and warranties are those solely of) the persons that are expressly identified as parties to this Agreement or the applicable Transaction Document (the “Contracting Parties”) except as set forth in this Section 10.11. In no event shall any Contracting Party have any shared or vicarious liability for the actions or omissions of any oral representations made other person. No person who is not a Contracting Party, including any current, former or alleged to be made future director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, financing source, attorney or Representative or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, financing source, attorney or Representative or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any obligations or liabilities arising under, out of, in connection herewith with, or therewith, related in any manner to this Agreement or the other Transaction Documents or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations of this Agreement or the other Transaction Documents or their creation. Except negotiation, execution, performance, or breach, except with respect to willful misconduct or common law fraud against the person who committed such willful misconduct or common law fraud, and, to the maximum extent otherwise expressly set forth inpermitted by applicable Law; and each party hereto waives and releases all such liabilities, claims, causes of action and subject in all cases obligations against any such Nonparty Affiliates. The parties acknowledge and agree that the Nonparty Affiliates are intended third-party beneficiaries of this Section 10.11. Notwithstanding anything to the terms and conditions of and limitations contrary herein, this Agreement none of the Contracting Parties or any Nonparty Affiliate shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance alleged as a result of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to Transaction Documents or any other agreement referenced herein or therein or the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary transactions contemplated hereunder or thereunder, or the termination or abandonment of this Section 13.17any of the foregoing.

No Recourse. Notwithstanding anything Each Party agrees that may be expressed or implied in (a) this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may only be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect claims of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim nature whatsoever (whether in tort, contract or otherwise) by arising under or on behalf of such party against relating to this Agreement, the Member Affiliates, by the enforcement of any assessment negotiation hereof or by any legal or equitable proceedingits subject matter, or by virtue of the transactions contemplated hereby shall be asserted against any statute, regulation Company Non-Party Affiliate or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Acquiror Non-Party Affiliate, as such, for any obligations and (b) none of the applicable party under Company Non-Party Affiliates or the Acquiror Non-Party Affiliates shall have any liability arising out of or relating to this Agreement Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in including with respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, for breach of this Agreement or in respect ofof any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or by reason offor any actual or alleged inaccuracies, such obligations misstatements or their creation. Except omissions with respect to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim information or cause of action materials of any kind based upon, arising out of, or related to furnished in connection with this Agreement, the negotiation hereof or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such partytransactions contemplated hereby. Each Member Affiliate is expressly intended as a third-party beneficiary For purposes of this Section 13.178, (i) “Acquiror Non-Party Affiliate” means (A) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of either Acquiror or Sponsor and (B) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons referred to in the immediately preceding clause (i)(A) (other than, for the avoidance of doubt, Acquiror) and (ii) “Company Non-Party Affiliate” means (A) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of the Company or any of its Subsidiaries (other than, for the avoidance of doubt, the Company or any of its Subsidiaries) or any family member of the foregoing Persons and (B) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons in the immediately preceding clause (ii)(A) (other than, for the avoidance of doubt, the Company or any of its Subsidiaries).

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, letter agreement, or any document or instrument delivered contemporaneously in connection herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreementletter agreement, the Buyer covenants, agrees and acknowledges that no Persons Person other than the Members shall have Sponsors, as applicable, has any obligation liabilities, obligations or commitments of any nature (whether known or unknown, whether due or to become due, absolute, contingent or otherwise) hereunder (in each case subject to the limitations provided herein) or in connection with the transactions contemplated hereby and that, notwithstanding that it each Sponsor or its general partner (and any assignee permitted under Section 14 hereof) may be a limited partnership, limited liability company or any other entity, the Buyer has no rights right of recovery hereunder against, and no recourse hereunder under this letter agreement or under any documentsdocument or instrument delivered in connection herewith, agreementsagainst, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations this letter agreement, the transactions contemplated hereby or their creation. Except in respect of any oral representation made or alleged to the extent otherwise expressly set forth inbe made in connection herewith, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and no personal liability whatsoever shall attach to, be imposed upon or otherwise be incurred by the former, current or future direct or indirect equity holders, controlling Persons, directors, officers, employees, agents, Affiliates (other than any claim assignee permitted under Section 14 hereof to which the obligations hereunder are actually assigned), members, managers or cause of action general or limited partners of any kind based uponof the Sponsors or the Buyer or any former, arising out ofcurrent or future stockholder, controlling Person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee permitted under Section 14 hereof to which the obligations hereunder are actually assigned) or agent of any of the foregoing (collectively, but in each case, excluding the Sponsors or the Buyer even if a Sponsor or the Buyer would otherwise be included in the foregoing list, the “Non-Recourse Parties”), whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or related otherwise. Notwithstanding any exercise or right to exercise its enforcement rights in accordance with Section 4 hereof, TGE is subject to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect Section 11 to the specific obligations same extent that the Buyer is. Notwithstanding anything herein to the contrary, the liability of each Sponsor shall be several (and not joint or joint and several) based upon such Sponsor’s Pro Rata Percentage, and no Sponsor shall be liable to the Buyer, TGE or any other Person for any amounts hereunder in excess of such Sponsor’s Commitment. The “Pro Rata Percentage” of each Sponsor is as set forth herein with respect to opposite such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17Sponsor’s name on Schedule A hereto.

No Recourse. Notwithstanding anything (a) This Agreement may only be enforced against, and any claims or causes of action that may be expressed based upon, arise out of or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of relate to this Agreement, covenantsor the negotiation, agrees and acknowledges execution or performance of this Agreement may only be made against the entities that no Persons are expressly identified as parties hereto and, other than in accordance with the Members Equity Commitment Letter and the Limited Guarantee, no other Parent Related Parties shall have any obligation hereunder liability for any obligations or liabilities of the parties to this Agreement (whether for indemnification or otherwise) or for any claim (whether in tort, contract or otherwise, including under the Comprehensive Environmental Response, Compensation and that it has no rights Liability Act of recovery hereunder against1980 or other Environmental Laws) based on, and no recourse hereunder or under any documents, agreementsin respect of, or instruments delivered contemporaneously herewith by reason of, the Contemplated Transactions or in respect of any oral representations made or alleged to be made in connection herewith. It is further understood that any certificate or certification contemplated by this Agreement and executed by an authorized officer of a party will be deemed to have been delivered only in such officer’s capacity as an officer of such party (and not in his or her individual capacity) and will not entitle any party to assert a claim against such officer in his or her individual capacity. (b) The Company (on behalf of itself, its Affiliates, and any Person claiming by, through or on behalf of the Company or its Affiliates) covenants and agrees that it shall not institute, and shall cause its Representatives and Affiliates not to bring, make or institute any action, claim, proceeding (whether based in Contract, tort, fraud, strict liability, other Laws or otherwise, at law or in equity) arising under or in connection with this Agreement or other agreement executed or delivered in connection herewith or therewith any of the transactions contemplated hereby or thereby against any of the Parent Related Parties and that none of the Parent Related Parties shall be had againsthave any liability or obligations (whether based in Contract, tort, fraud, strict liability, other Laws or otherwise) to the Company, the Company’s Subsidiaries, any formerof their respective Representatives or Affiliates (or any Person claiming by, current through or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative on behalf of the Company or employee of any Member (its Affiliates) or any of their successor respective successors, heirs or permitted assignees), against any former, current, representatives thereof arising out of or future general relating to this Agreement or limited partner, manager, stockholder other agreement executed or member of any Member (delivered in connection herewith or any of their successors the transactions contemplated hereby or permitted assignees) or any Affiliate thereof or against any formerthereby, current or future directorother than, officerin each case, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any Parent and Merger Sub to the extent provided herein. Without limiting the generality of the foregoing, but to the maximum extent permitted or otherwise conceivable under applicable Law (and subject only to the specific contractual provisions of this Agreement or agreement executed or delivered in each case not including the Members (each, but excluding for the avoidance of doubtconnection herewith), the MembersCompany (on behalf of itself, a “Member Affiliate”)its Affiliates, whether by or and any Person claiming by, through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Company or its Affiliates) hereby waives, by the enforcement of releases and disclaims any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, all rights in respect of any oral representations made or alleged to be made in connection herewith or therewithsuch actions, or for any claim (whether in tortclaims, contract or otherwise) based onproceedings, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17liabilities.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, agreement or instrument document delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member heretoSeller Party, by its such Seller Party’s acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that that, in respect of the Purchaser’s obligations hereunder, no Persons Person other than the Members Purchaser and the Guarantor solely as limited by Section 9.9 and Exhibit A (and its successors and assigns, collectively, the “Recourse Parties”) shall have any obligation hereunder and that it no Seller Party has no any rights of recovery hereunder against, and no or any recourse hereunder or under any documents, agreements, agreement or instruments document delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, (a) any former, current or future director, officer, agentshareholder, Affiliate, manager, assignee, incorporator, controlling Person, fiduciaryemployee, representative or employee agent of any Member the Purchaser (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assigneesassignee thereof) or any Affiliate thereof or against (b) any former, current or future director, officer, agent, employee, Affiliate, manager, assigneemember, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager director, trustee, officer, employee, representative or member agent of any shareholder, officer or director of the foregoingPurchaser or any Affiliate of such shareholder, but in each case not including the Members officer or director (each, but excluding for the avoidance of doubt, the Members, a “Member Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party the Purchaser against the Member Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingAction, or by virtue of any statute, regulation or other applicable law, Law or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member Party Affiliate, as such, for any obligations of the applicable party Purchaser under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this This Agreement may only be enforced against, and any claim or cause of action of any kind Action based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against against, the entities that are expressly named as parties hereto Parties and then only with respect to the specific obligations set forth herein with respect to such partyParty. Each Member Party Affiliate is expressly intended as a third-party beneficiary of this Section 13.179.10(h).

No Recourse. Notwithstanding anything that may be expressed or implied in Subject to the last sentence of this Section 11.9, this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may only be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder enforced against, and any claim or cause of action arising out of this Agreement may only be brought against, the Persons who are identified herein as parties hereto and the Company Securityholders, in each case solely to the extent of each such Person’s express obligations hereunder and subject to the limitations set forth herein, and no recourse hereunder former, current or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect future Affiliate of any oral representations made Company Securityholder or alleged to be made in connection herewith or therewith shall be had againstof any of the parties hereto, any and no former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officeremployee, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholdermanager, manager member, equityholder or member any Affiliate of any of the foregoing, but in each case not including the Members foregoing (each, but excluding for the avoidance of doubtcollectively, the Members, “Related Parties”) shall have any liability solely as a “Member Affiliate”)result of holding such position or relationship, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as suchLaw, for any obligations or liabilities of the applicable a party under hereto for any claim based on, in respect of, or by reason of this Agreement or the transactions contemplated herebyany other agreement, under any documents document or instruments instrument delivered contemporaneously herewithpursuant to this Agreement (whether in tort, contract or otherwise) or in respect of any oral representations made or alleged to be made in connection herewith herewith, and no party hereto and their respective Affiliates shall have any rights of recovery in respect hereof against any Related Party and no personal liability shall attach to any Related Party through any Company Securityholder or therewiththe Stockholder Representative or otherwise, whether by or through attempted piercing of the corporate veil, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or for any claim (whether otherwise. Notwithstanding anything to the contrary in tort, contract or otherwise) based onthe foregoing, in respect no event shall any Company Securityholder or any party hereto be deemed a Related Party for purposes of this Section 11.9. Notwithstanding the generality of the foregoing and for the avoidance of doubt, nothing in this Section 11.9 shall (i) limit the obligations of, or by reason ofrecourse against, any Person under this Agreement, or any other agreement, document or instrument, in each case to which it is a direct party or is otherwise bound with respect to such Person’s obligations hereunder or their creation. Except thereunder (subject to the extent otherwise expressly applicable limitations as set forth inherein and therein), including, without limitation, the obligations of any Company Stockholder under any Letter of Transmittal or of any Company Optionholder under any option agreement or Option Termination Agreement, in each case, including the acknowledgement and subject in all cases agreement of such Person thereunder to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution (ii) limit or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17preclude any claim for Fraud.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the parties hereto agree and acknowledge that, (a) no Person other than EnCap shall have any liability, obligation or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent or otherwise, hereunder and (b) notwithstanding that EnCap is a limited partnership, Parent has no right of recovery under this Agreement or under any document, agreement, document or instrument delivered contemporaneously in connection herewith, and notwithstanding the fact that or for any Member may be a partnership claim based on, in respect of or limited liability companyby reason of such obligations or their creation, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith herewith, against, and no personal liability whatsoever shall attach to, be imposed upon or therewith shall be had againstincurred by, any former, current or future director, officer, employee, agent, Affiliateattorney, manager, assignee, incorporatordirect or indirect equity holder, controlling Personperson, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder member, stockholder, affiliate or member assignee of any Member (EnCap, in each case, or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, employee, agent, employeeattorney, Affiliate, manager, assignee, incorporatordirect or indirect equity holder, controlling Person, fiduciary, representativeperson, general or limited partner, manager, member, stockholder, manager affiliate or member assignee of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member AffiliateRelated Party”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; , it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member AffiliateRelated Party, as such, for any of our obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations or their creation. Except to the extent otherwise expressly set forth inPaloma Partners VI Holdings, and subject in all cases to the terms and conditions of and limitations hereinLLC November 21, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.2021

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, document or instrument delivered contemporaneously or in connection herewith, and notwithstanding the fact that any Member Party may be a partnership or limited liability company, each Member hereto, Party by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons Person other than the Members each Party shall have any obligation hereunder and that it has no rights of recovery hereunder against, or in connection herewith and no recourse hereunder under this Agreement or under any documents, agreements, documents or instruments delivered contemporaneously in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporatordirect or indirect equityholders, controlling PersonPersons, fiduciarystockholders, representativedirectors, officers, employees, affiliates, members, managers, general or limited partnerpartners, stockholderagents, manager attorneys or member other representatives of any party hereto, or any of their successors or assigns, or any former, current or future direct or indirect equityholders, controlling Persons, stockholders, directors, officers, employees, affiliates, members, managers, general or limited partners, agents, attorneys or other representatives or successors or assignees of any of the foregoing, but in each case not including the Members foregoing (each, but excluding for the avoidance of doubta “Related Party” and, collectively, the Members, a “Member AffiliateRelated Parties”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statuteapplicable Law, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member Affiliate, as such, Related Party for any obligations of the applicable party any Party or any of its successors or permitted assigns under this Agreement or the transactions contemplated hereby, under any documents or instruments instrument delivered contemporaneously herewith, in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith, therewith or for any claim (whether at law or equity, in tort, contract or otherwise) based on, in respect of, or by reason of, of such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything (a) Except as expressly set forth in any of the Ancillary Agreements, all claims, obligations, liabilities, or causes of action (whether at Law, in equity, in contract, in tort or otherwise) that may be expressed based upon, in respect of, arise under, out or implied in this Agreement or any documentby reason of, agreementbe connected with, or instrument delivered contemporaneously herewith, and notwithstanding the fact that relate in any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of manner to this Agreement, covenantsor the negotiation, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreementsexecution, or instruments delivered contemporaneously herewith performance of this Agreement (including any representation or warranty made in, in respect of any oral representations made connection with, or alleged to as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Parties that are expressly identified in connection herewith or therewith shall be had againstthe preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any formercurrent, current former or future director, officer, agent, Affiliate, manager, assigneeequity holder, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativeperson, general or limited partner, stockholdermember, manager Affiliate, director, officer, employee, agent, consultant, representative, or member of assignee of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equity holder, incorporator, controlling person, general or limited partner, Affiliate, director, officer, employee, agent, consultant, representative, or assignee of, and any lender to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing, but in each case not including the Members ) (each, but excluding for the avoidance of doubtcollectively, the Members, a “Member AffiliateNon-Party Affiliates”), whether by or through attempted piercing of the corporate veil, by or through a claim shall have any liability (whether in tortLaw or in equity, whether in contract or in tort or otherwise) by or on behalf for any claims, causes of such party against the Member Affiliatesaction, by the enforcement of any assessment or by any legal or equitable proceedingobligations, or by virtue of any statuteliabilities arising under, regulation or other applicable lawout of, in connection with, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by related in any Member Affiliate, as such, for any obligations of the applicable party under manner to this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in any of the Ancillary Agreements), including any alleged non-disclosure or misrepresentations made by any such Person or as a result of the use or reliance on any information, documents or materials made available by such Person, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in any of the Ancillary Agreements) against any such obligations or their creation. Except Non-Party Affiliates; provided that, for clarity, no party to any of the Ancillary Agreements shall be deemed a Non-Party Affiliate with respect to such documents to which it is a party. (b) Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth inin any of the Ancillary Agreements, (i) each Contracting Party hereby waives and subject in releases any and all cases to the terms and conditions of and limitations hereinrights, this Agreement may only be enforced againstclaims, and any claim demands, or cause causes of action that may otherwise be available, whether at Law, in equity, in contract, in tort or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any kind Non-Party Affiliate, whether granted by statute or based uponon theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case arising under, out of, in connection with, or related in any manner to this AgreementAgreement or based on, in respect of, or the by reason of this Agreement or its negotiation, execution execution, performance, or performance breach (other than as expressly set forth in any of this Agreement, may only be brought against the entities that are expressly named as parties hereto Ancillary Agreements); and then only (ii) each Contracting Party disclaims any reliance upon any Non-Party Affiliates with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary performance of this Section 13.17Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary contained herein or otherwise, after the Third Closing, no party may seek to rescind this Agreement or any of the transactions contemplated hereby.

No Recourse. Notwithstanding anything that may be expressed All claims, obligations, liabilities or implied causes of action (whether in this Agreement contract or any documentin tort, agreementin Law or in equity or otherwise, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership granted by statute or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim (whether in tortlimited liability company veil or any other theory or doctrine, contract including alter ego or otherwise) by or on behalf of such party against the Member Affiliatesthat may be based upon, by the enforcement of any assessment in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate in any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under manner to this Agreement or the transactions contemplated herebyother Transaction Documents, under or the negotiation, execution or performance or non-performance of this Agreement or the other Transaction Documents (including any documents representation or instruments delivered contemporaneously herewithwarranty made in, in respect connection with, or as an inducement to, this Agreement or the other Transaction Documents), may be made only against (and such representations and warranties are those solely of) the persons that are expressly identified as parties to this Agreement or the applicable Transaction Document (the “Contracting Parties”) except as set forth in this Section 10.13. In no event shall any Contracting Party have any shared or vicarious liability for the actions or omissions of any oral representations made other person. No person who is not a Contracting Party, including any current, former or alleged to be made future director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, financing source, attorney or Representative or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, financing source, attorney or Representative or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any obligations or liabilities arising under, out of, in connection herewith with, or therewith, related in any manner to this Agreement or the other Transaction Documents or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations of this Agreement or the other Transaction Documents or their creation. Except negotiation, execution, performance or breach and, to the maximum extent otherwise expressly set forth inpermitted by applicable Law; and each party hereto waives and releases all such liabilities, claims, causes of action and subject in all cases obligations against any such Nonparty Affiliates. The Parties acknowledge and agree that the Nonparty Affiliates are intended third-party beneficiaries of this Section 10.13. Notwithstanding anything to the terms and conditions of and limitations contrary herein, this Agreement none of the Contracting Parties or any Nonparty Affiliate shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance alleged as a result of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to Transaction Documents or any other agreement referenced herein or therein or the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary transactions contemplated hereunder or thereunder, or the termination or abandonment of this Section 13.17any of the foregoing.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement herein or any document, agreement, agreement or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member heretoParty, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, agreements or instruments delivered contemporaneously herewith herewith, or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had againsttherewith, against any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative Representative or employee of any Member Party (or any of their successor respective successors or permitted assigneesassigns), against any former, current, current or future general or limited partner, manager, stockholder shareholder or member of any Member Party (or any of their respective successors or permitted assigneesassigns) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativeRepresentative, general or limited partner, stockholdershareholder, manager or member of any of the foregoing, but but, in each case case, not including the Members Parties (each, but excluding for the avoidance of doubt, the MembersParties, a “Member Non-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract or otherwise) by or on behalf of such party Party against the Member Affiliatesa Non-Party Affiliate, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable law, Law or otherwise; , it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member Non-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated hereby, or under any documents or instruments delivered contemporaneously herewith, at or prior to Closing, in respect of any oral representations made or alleged to be made in connection herewith or therewith, therewith or for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, of or by reason of, of such obligations or their respective creation. Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements or instruments delivered contemporaneously herewith or otherwise contemplated hereby if such Non-Party Affiliate is party to or bound by such document, agreement or instrument. Except to the extent otherwise expressly set forth inherein, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, of or related to this Agreement, or the negotiation, execution or performance of this Agreementhereof, may only be brought against against, the entities that are expressly named as parties hereto Parties, and then only with respect to the specific obligations set forth herein with respect to any such partyParty. Each Member Non-Party Affiliate is expressly intended as a third-party beneficiary of this Section 13.1711.14.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that any Member party hereto may be a partnership or limited liability company, each Member party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of the Stockholder or any Member Investor (or any of their successor or permitted assignees)heirs, against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof assigns), or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoingforegoing Persons, but in each case not including the Members named parties hereto (each, but excluding for the avoidance of doubt, the Members, a “Member AffiliateNon-Liable Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliatesany Non-Liable Person, by the enforcement of any assessment assignment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, Law or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member AffiliateNon-Liable Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be have been made in connection herewith or therewith, therewith or for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, such obligations or their creation. Except The parties acknowledge and agree that notwithstanding anything to the extent otherwise expressly set forth in, and subject contrary contained in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, the representations, warranties, covenants and other agreements of the Stockholder (including, following any Distribution, any Investor that becomes a party to this Agreement in accordance with its terms), KKR, General Atlantic or any Investor shall be several and not joint representations, warranties, covenants and agreements, as applicable, of the negotiationStockholder, execution KKR, General Atlantic or performance of this Agreementsuch Investor, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17applicable.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that any Member a Party may be a partnership, limited partnership or limited liability company, each Member Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee partner of any Member Party (or any of their respective successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members Parties (each, but excluding for the avoidance of doubt, the Members, a “Member Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable lawApplicable Law, or otherwise, except to the extent expressly provided for with respect to an agreement to which the applicable counter-Party is a party; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Party Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Party Affiliate is expressly an express and intended as a third-third party beneficiary of this Section 13.17provision and shall have the right to enforce the terms hereof in all respects.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement letter agreement or any document, agreement, document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership in connection herewith or limited liability companyotherwise, each Member heretoof HHH, by its acceptance of the benefits of this Agreementhereof, and the Sellers’ Representatives, as third-party beneficiaries hereof as specified herein, covenants, agrees and acknowledges that for itself and any Person claiming on its or their behalf, from time to time that, no Persons Person other than the Members Pershing Square and its successors or permitted assigns under this letter agreement shall have any liability, obligation or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent, or otherwise, hereunder or in connection with the transactions contemplated hereby and that it has no rights recourse, remedy, or right of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith contribution shall be had against, any former, current hereunder or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewithin connection herewith or for any claim based on, in respect of, or by reason of, such obligations or their creation, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith or therewith, and no personal liability with respect thereto shall attach to, (a) any former, current or for future equity holder, controlling person, director, officer, employee, agent, adviser, Affiliate, member, manager, general or limited partner, representative or assignee of Pershing Square (other than permitted assigns under Section 5) or (b) any former, current or future equity holder, controlling person, director, officer, employee, agent, adviser, Affiliate, member, manager, general or limited partner, representative or successor or assignee (other than permitted assigns under Section 5) of the foregoing (such persons, collectively, but excluding Pershing Square and its permitted assigns under Section 5, the “Non-Recourse Parties”), whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim (whether in tort, contract contract, strict liability or otherwise) based onby or on behalf of any Person against any Non-Recourse Party, in respect ofby the enforcement of any assessment, judgment, fine, or penalty or by reason ofany legal or equitable proceeding, such obligations by virtue of any statute, regulation or their creation. Except applicable law, or otherwise, except in each case, for (i) solely to the extent otherwise expressly set forth inprovided in Section 6, the right of HHH to enforce the obligations of Pershing Square and its permitted assigns under Section 5 (but not from any Non-Recourse Party) under and to the extent provided in this letter agreement and subject to the limitations described herein, and subject in all cases (ii) solely to the terms extent provided in Section 6, the right of the Sellers’ Representatives to enforce the obligations of Pershing Square and conditions its permitted assigns under Section 5 (but not from any Non-Recourse Party) under and to the extent provided in this letter agreement and subject to the limitations described herein. Nothing in this Section 4 is intended or shall be construed to limit the contractual obligations of and limitations hereinBuyer, Buyer Parent, the Company, Sellers or Sellers’ Representatives under the Agreement. Notwithstanding anything to the contrary in this letter agreement, this Agreement may only be enforced against, Section 4 shall survive the termination and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance expiration of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17letter agreement.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any documentAll claims, agreementobligations, liabilities, or instrument delivered contemporaneously herewithcauses of action (whether in contract or in tort, and notwithstanding the fact that any Member may be a partnership in Law or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder in equity or under any documents, agreementsotherwise, or instruments delivered contemporaneously herewith granted by statute or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim (whether in tortlimited liability company veil or any other theory or doctrine, contract including alter ego or otherwise) by or on behalf of such party against the Member Affiliatesthat may be based upon, by the enforcement of any assessment in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate in any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under manner to this Agreement or the transactions contemplated herebyother Transaction Documents, under or the negotiation, execution, or performance or non-performance of this Agreement or the other Transaction Documents (including any documents representation or instruments delivered contemporaneously herewithwarranty made in, in respect connection with, or as an inducement to, this Agreement or the other Transaction Documents), may be made only against (and such representations and warranties are those solely of) the persons that are expressly identified as parties to this Agreement or the applicable Transaction Document (the “Contracting Parties”) except as set forth in this Section 10.11. In no event shall any Contracting Party have any shared or vicarious liability for the actions or omissions of any oral representations made other person. No person who is not a Contracting Party, including without limitation any current, former or alleged to be made future director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, financing source, attorney or Representative or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, financing source, attorney or Representative or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any obligations or liabilities arising under, out of, in connection herewith with, or therewith, related in any manner to this Agreement or the other Transaction Documents or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations of this Agreement or the other Transaction Documents or their creation. Except negotiation, execution, performance, or breach, except with respect to willful misconduct or common law fraud against the person who committed such willful misconduct or common law fraud, and, to the maximum extent otherwise expressly set forth inpermitted by applicable Law; and each party hereto waives and releases all such liabilities, claims, causes of action and subject in all cases obligations against any such Nonparty Affiliates. The parties acknowledge and agree that the Nonparty Affiliates are intended third-party beneficiaries of this Section 10.11. Notwithstanding anything to the terms and conditions of and limitations contrary herein, this Agreement none of the Contracting Parties or any Nonparty Affiliate shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance alleged as a result of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to Transaction Documents or any other agreement referenced herein or therein or the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary transactions contemplated hereunder or thereunder, or the termination or abandonment of this Section 13.17any of the foregoing.

No Recourse. Notwithstanding anything Each Party agrees that may be expressed or implied in (a) this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may only be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect claims of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim nature whatsoever (whether in tort, contract or otherwise) by arising under or on behalf of such party against relating to this Agreement, the Member Affiliates, by the enforcement of any assessment negotiation hereof or by any legal or equitable proceedingits subject matter, or by virtue of the transactions contemplated hereby shall be asserted against any statute, regulation Company Non-Party Affiliate or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Acquiror Non-Party Affiliate, as such, for any obligations and (b) none of the applicable party under Company Non-Party Affiliates or the Acquiror Non-Party Affiliates shall have any liability arising out of or relating to this Agreement Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in including with respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, for breach of this Agreement or in respect ofof any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or by reason offor any actual or alleged inaccuracies, such obligations misstatements or their creation. Except omissions with respect to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim information or cause of action materials of any kind based upon, arising out of, or related to furnished in connection with this Agreement, the negotiation hereof or the negotiation, execution or performance of this Agreement, may only be brought against transactions contemplated hereby. For the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary purpose of this Section 13.178, (i) “Acquiror Non-Party Affiliate” means (A) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of either Acquiror or Sponsor and (B) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons referred to in the immediately preceding clause (i)(A) (other than, for the avoidance of doubt, Acquiror) and (ii) “Company Non-Party Affiliate” means (A) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of the Company or any of its Subsidiaries (other than, for the avoidance of doubt, the Company or any of its Subsidiaries) or any family member of the foregoing Persons and (B) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons in the immediately preceding clause (ii)(A) (other than, for the avoidance of doubt, the Company or any of its Subsidiaries).

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any documentAll claims, agreementobligations, liabilities, or instrument delivered contemporaneously herewithcauses of action (whether in contract or in tort, and notwithstanding the fact that any Member may be a partnership in Law or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder in equity or under any documents, agreementsotherwise, or instruments delivered contemporaneously herewith granted by statute or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim (whether in tortlimited liability company veil or any other theory or doctrine, contract including alter ego or otherwise) by or on behalf of such party against the Member Affiliatesthat may be based upon, by the enforcement of any assessment in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate in any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under manner to this Agreement or the transactions contemplated herebyother Transaction Documents or the Transactions, under or the negotiation, execution, or performance or non-performance of this Agreement or the other Transaction Documents (including any documents representation or instruments delivered contemporaneously herewithwarranty made in, in respect connection with, or as an inducement to, this Agreement or the other Transaction Documents), may be made only against (and such representations and warranties are those solely of) the persons that are expressly identified as parties to this Agreement or the applicable Transaction Document (the “Contracting Parties”) except as set forth in this Section 10.12. In no event shall any Contracting Party have any shared or vicarious liability for the actions or omissions of any oral representations made other person. No person who is not a Contracting Party, including without limitation, any current, former or alleged to be made future director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, financing source, attorney or Representative or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, financing source, attorney or Representative or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any obligations or liabilities arising under, out of, in connection herewith with, or therewith, related in any manner to this Agreement or the other Transaction Documents or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations of this Agreement or the other Transaction Documents or the Transactions or their creation. Except to the extent otherwise expressly set forth innegotiation, and subject in all cases to the terms and conditions of and limitations hereinexecution, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out ofperformance, or related to this Agreementbreach, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only except with respect to willful misconduct or Fraud against the specific person who committed such willful misconduct or Fraud to the maximum extent permitted by applicable Law; and each party hereto waives and releases all such liabilities, claims, causes of action and obligations set forth herein with respect to against any such partyNonparty Affiliates. Each Member Affiliate is expressly The parties acknowledge and agree that the Nonparty Affiliates are intended as a third-party beneficiary beneficiaries of this Section 13.1710.12.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member Party may be a partnership or limited liability company, each Member Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member Party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members Parties (each, but excluding for the avoidance of doubt, the MembersParties, a “Member Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Party Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the foregoing, a Party Affiliate may have obligations under any documents, agreements or instruments delivered contemporaneously herewith or otherwise contemplated by this Agreement if such Party Affiliate is a party to such document, agreement, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities Persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. Each Member Party Affiliate is expressly intended as a third-party beneficiary of this Section 13.1712.16.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, letter agreement, or any document or instrument delivered contemporaneously in connection herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreementletter agreement, each party hereto covenants, agrees and acknowledges on behalf of itself, its Affiliates, and any Person claiming by, through or on behalf of any of them, that no Persons Person other than the Members shall have Investors (and any assignee permitted in accordance with Section 5 hereof) has any obligation hereunder or, except for Parent, in connection with the transactions contemplated hereby, and that, notwithstanding that it each Investor (or any assignee permitted in accordance with Section 5 hereof) may be a partnership, limited liability company or other entity, no Person, including Parent and the Company, has no rights any right of recovery hereunder under this letter agreement against, and no recourse hereunder under this letter agreement or under any documents, agreements, document or instruments instrument delivered contemporaneously in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporatorequity holders, controlling PersonPersons, fiduciarydirectors, representative or employee of any Member officers, employees, Affiliates (other than Parent or any of their successor its subsidiaries or any assignee permitted assigneesin accordance with Section 5 hereof), against any formermembers, currentmanagers, or future general or limited partner, manager, stockholder partners or member representatives of any Member (Investor or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future equity holder, controlling Person, director, officer, agent, employee, Affiliatecontractors, portfolio companies, Affiliate (other than Parent or any of its subsidiaries, the Investors or any assignee permitted in accordance with Section 5 hereof), member, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager partner or member representative of any of the foregoingforegoing (collectively, but in each case not including the Members (each, but excluding for the avoidance of doubt, not including Parent or any of its subsidiaries, the MembersInvestors or any assignee permitted in accordance with Section 5 hereof, a the “Member AffiliateInvestor Parties”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment judgment, fine or penalty, or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member AffiliateInvestor Party, as such, for any obligations obligation of the applicable party an Investor under this Agreement letter agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously in connection herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation; provided, that nothing in this Section 12 is intended or shall be construed to limit the contractual obligations of Parent under the Merger Agreement (or such other agreements entered into in connection with the transactions contemplated thereby). Except Each of the parties hereto further agrees that no Person (including Parent, the Company and their respective Affiliates) shall have any right of recovery against the Investors or any Investor Party, whether by piercing of the corporate veil, by a claim on behalf of Parent against any Investor or any Investor Party, or otherwise, except for Parent’s right to be capitalized by each Investor under and to the extent otherwise expressly set forth inprovided in this letter agreement, and subject in all cases to on the terms and subject to the conditions hereof. Each of the parties hereto hereby covenants and limitations herein, this Agreement may only be enforced againstagrees that it shall not institute, and shall cause its controlled Affiliates not to institute, any proceeding or bring any other claim (whether in tort, contract or cause of action otherwise) arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, or in respect of any kind based uponoral representations made or alleged to be made in connection therewith, arising out of, against any Investor or related to any Investor Party except for claims solely against any Investor under this Agreement, letter agreement or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect pursuant to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17Fee Funding Agreement.

No Recourse. Notwithstanding anything to the contrary contained herein or otherwise, this Agreement may only be enforced against, and any claims or causes of action that may be expressed based upon, arise out of or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of relate to this Agreement, covenantsor the negotiation, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights execution or performance of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents may only be made against, the Persons that are expressly identified as parties to this Agreement (in the preamble and signature pages hereto) in their capacities as parties to this Agreement and no former, current or instruments delivered contemporaneously herewithfuture equity holders, in respect controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any oral representations made of the Persons that are not expressly identified herein as parties to this Agreement or alleged to be made in connection herewith any former, current or therewithfuture stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing, or any other non-party, shall have any liability for any obligations or liabilities of the parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations the transactions contemplated hereby or their creationin respect of any representations, warranties or statements made or alleged to be made in connection herewith. Except Without limiting the rights of either party against the other party, in no event shall either party or any of its Affiliates seek to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, enforce this Agreement may only be enforced against, and make any claim claims for breach of this Agreement against, or cause seek to recover monetary damages for breach of action this Agreement from, any non-party, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by the enforcement of any kind based uponassessment or by any legal or equitable proceeding, arising out ofby virtue of any statute, regulation or Applicable Law, or related otherwise. The non-parties shall be express third-party beneficiaries with respect to this Section 5.14, entitled to enforce this Section 5.14 as though each such non-party were a party to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything to the contrary contained herein or otherwise, this Agreement may only be enforced against, and any claims or causes of action that may be expressed based upon, arise out of or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of relate to this Agreement, covenantsor the negotiation, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights execution or performance of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents may only be made against, the Persons that are expressly identified as parties to this Agreement (in the preamble and signature pages hereto) in their capacities as parties to this Agreement and no former, current or instruments delivered contemporaneously herewithfuture equity holders, in respect controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any oral representations made of the Persons that are not expressly identified herein as parties to this Agreement or alleged to be made in connection herewith any former, current or therewithfuture stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing, or any other non-party, shall have any liability for any obligations or liabilities of the parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations the transactions contemplated hereby or their creationin respect of any representations, warranties or statements made or alleged to be made in connection herewith. Except Without limiting the rights of either party against the other party, in no event shall either party or any of its Affiliates seek to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, enforce this Agreement may only be enforced against, and make any claim claims for breach of this Agreement against, or cause seek to recover monetary damages for breach of action this Agreement from, any non-party, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by the enforcement of any kind based uponassessment or by any legal or equitable proceeding, arising out ofby virtue of any statute, regulation or Applicable Law, or related otherwise. The non-parties shall be express third-party beneficiaries with respect to this Section 7.13, entitled to enforce this Section 7.13 as though each such non-party were a party to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member Party may be a partnership or limited liability company, each Member Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative Representative or employee of any Member Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativeRepresentative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members Parties (each, but excluding for the avoidance of doubt, the MembersParties, a “Member "Non-Party Affiliate”"), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Party against the Member Non-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable lawLegal Requirements, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Non-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties Parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. Each Member Non-Party Affiliate is expressly intended as a third-party beneficiary of this Section 13.176.13.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement Agreement, the Related Agreements or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member Party may be a partnership or limited liability company, each Member Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder hereunder, under any Related Agreements or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, attorney, financing source, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member Party (or any of their successor or permitted assignees), against any former, current, or future direct or indirect equityholder, general or limited partner, manager, stockholder or member of any Member Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, attorney, financing source, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members Parties (each, but excluding for the avoidance of doubt, the Members, a “Member Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Party Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any Related Agreement or under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties Parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. Each Member Party Affiliate is expressly intended as a third-party beneficiary of this Section 13.1714.10.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member Party may be a corporation, partnership or limited liability company, each Member Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members Parties (each, but excluding for the avoidance of doubt, the MembersParties, a “Member Non-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract or otherwise) by or on behalf of such party Party against the Member Non-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Non-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated herebyby this Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the forgoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties Parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyParty. Each Member Non-Party Affiliate is expressly intended as a third-party beneficiary of this Section 13.178.14.

No Recourse. Notwithstanding anything (i) All claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be expressed based upon, in respect of, arise under, out or implied in this Agreement or any documentby reason of, agreementbe connected with, or instrument delivered contemporaneously herewithrelate in any manner to this Agreement, and notwithstanding or the fact that any Member may be a partnership negotiation, execution, or limited liability company, each Member hereto, by its acceptance of the benefits performance of this Agreement, covenants, agrees may be made only against (and acknowledges that no Persons are expressly limited to) the Parties. No Person other than the Members shall have any obligation hereunder and that it has a Party, including no rights of recovery hereunder againstmember, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager unitholder, Affiliate (as defined in the Partnership Agreement for all purposes under this Section 5(m) of this Agreement) or member representative thereof, nor any member, partner, stockholder, unitholder, Affiliate or representative of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim shall have any liability (whether in contract or in tort, contract in law or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingin equity, or granted by virtue statute) for any claims, causes of any statuteaction, regulation or other applicable lawobligations, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach toliabilities arising under, be imposed onout of, in connection with, or otherwise be incurred by related in any Member Affiliate, as such, for any obligations of the applicable party under manner to this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason ofof this Agreement or its negotiation, such obligations execution, performance, or their creation. Except breach; and, to the maximum extent otherwise expressly set forth inpermitted by law, each of the Parties hereby waives and releases all such liabilities, claims, causes of action, and subject in all cases obligations against any such third Person. (ii) Without limiting the foregoing, to the terms maximum extent permitted by law, (A) each of the Parties hereby waives and conditions of releases any and limitations hereinall rights, this Agreement may only be enforced againstclaims, and any claim demands, or cause causes of action of any kind based upon, arising out ofthat may otherwise be available at law or in equity, or related granted by statute, to this Agreementavoid or disregard the entity form of the other or otherwise impose liability of the other on any third Person, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (B) each of the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only Parties disclaims any reliance upon any third Person with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary performance of this Section 13.17Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

No Recourse. Notwithstanding anything All claims or causes of Action (whether in contract or in tort, in law or in equity) that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising arise out of, be connected with or related relate in any manner to this Agreement, or the negotiation, execution or performance of this Agreement, may be made only be brought against the entities or individuals that are expressly identified as Parties hereto. No Person who is not a named as parties party to this Agreement, including any incorporator, direct or indirect equity holder, partner, Affiliate or Representative of any named Party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity Party against its owners or Affiliates) for any obligations or liabilities arising under, out of, in connection with or related in any manner to this Agreement or for any claim (whether for breach of contract, tort or otherwise) based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each Party hereto hereby irrevocably waives and then only releases all such liabilities against any such Non-Party Affiliates. Without limiting the foregoing, (a) each Party hereto hereby irrevocably waives and releases any and all rights, claims or causes of Action (whether for breach of contract, tort of otherwise) against any such Non-Party Affiliates based on, in respect of, or by reason of this Agreement or its negotiation or execution of this Agreement, that may otherwise be available at law or in equity to avoid or disregard the entity form of a Party, whether based on theories of agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Party hereto disclaims any reliance upon any Non-Party Affiliates with respect to any representation, warranty or omission made in or in connection with this Agreement; all such representations, warranties and omissions being made solely by the specific obligations set forth herein with respect to such partynamed Parties to, and being expressly limited by the exclusive remedies provided in, this Agreement. Each Member Affiliate is expressly intended as a third-party beneficiary of Nothing in this Section 13.1710.17 shall limit any rights of the Parties and their respective Affiliates under any of the Ancillary Agreements.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any documentAll claims, agreementobligations, liabilities, or instrument delivered contemporaneously herewithcauses of action (whether in Contract or in tort, and notwithstanding the fact that any Member may be a partnership in Law or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder in equity or under any documents, agreementsotherwise, or instruments delivered contemporaneously herewith granted by statute or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim (whether in tortlimited liability company veil or any other theory or doctrine, contract including alter ego or otherwise) by or on behalf of such party against the Member Affiliatesthat may be based upon, by the enforcement of any assessment in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate in any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under manner to this Agreement or the transactions contemplated herebyother Transaction Documents, under or the negotiation, execution, or performance or non-performance of this Agreement or the other Transaction Documents (including any documents representation or instruments delivered contemporaneously herewithwarranty made in, in respect connection with, or as an inducement to, this Agreement or the other Transaction Documents), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties to this Agreement or the applicable Transaction Document (the “Contracting Parties”) except as set forth in this Section 9.11. In no event shall any Contracting Party have any shared or vicarious liability for the actions or omissions of any oral representations made other Person. No Person who is not a Contracting Party, including without limitation any current, former or alleged to be made future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, financing source, attorney or Representative or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, financing source, attorney or Representative or assignee of any of the foregoing (collectively, the “Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any obligations or liabilities arising under, out of, in connection herewith with, or therewith, related in any manner to this Agreement or the other Transaction Documents or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations of this Agreement or the other Transaction Documents or their creation. Except negotiation, execution, performance, or breach, except with respect to willful misconduct or Fraud against the Person who committed such willful misconduct or Fraud, and, to the maximum extent otherwise expressly set forth inpermitted by applicable Law; and each party waives and releases all such liabilities, claims, causes of action and subject in all cases obligations against any such Non-Party Affiliates. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9.11. Notwithstanding anything to the terms and conditions of and limitations contrary herein, this Agreement none of the Contracting Parties or any Non-Party Affiliate shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance alleged as a result of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing, except with respect to willful misconduct or Fraud against the specific obligations set forth herein with respect Person who committed such willful misconduct or Fraud, and, to such partythe maximum extent permitted by applicable Law. Each Member Affiliate is expressly intended [Signature Page Follows.] SPAC, NewCo and the Company have caused this Agreement to be executed as a third-party beneficiary of this Section 13.17.the date first written above by their respective officers thereunto duly authorized. By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, Agreement or the negotiation, execution or performance of this Agreement, transactions contemplated hereby may only be brought against against, the entities that are expressly named as parties hereto hereto, and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company Signatories, WinVest or the Merger Subs under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. The provisions of this Section 10.12 are intended as to be for the benefit of, and enforceable by the former, current and future direct or indirect equityholders, controlling persons, shareholders, optionholders, members, general or limited partners, affiliates, Representatives, and each of their respective successors and assigns of the parties hereto and each such person shall be a third-party beneficiary of this Section 13.1710.12. This Section 10.12 shall be binding on all successors and assigns of parties hereto. [Signature Page Follows.]

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement Guarantee or any document, agreement, document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this AgreementGuarantee, covenants, the Company acknowledges and agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights right of recovery hereunder against, and no recourse hereunder or under any documentsliability shall attach to, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any the former, current or future directorstockholders, officerdirectors, agentofficers, Affiliateemployees, manageragents, assigneeaffiliates, incorporatormembers, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativemanagers, general or limited partner, stockholder, manager partners or member of any assignees of the foregoingGuarantor, Parent or Merger Sub (collectively, but in each case not including the Members (eachGuarantor, but excluding for the avoidance of doubtParent or Merger Sub, the Members, each a “Member Guarantor Affiliate”), whether by or through attempted piercing of the corporate corporate, partnership or limited liability company veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Parent or Merger Sub against a Guarantor Affiliate, Guarantor, Parent or Merger Sub arising under, or in connection with, the Member AffiliatesMerger Agreement or the transactions contemplated thereby or otherwise relating thereto, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; provided, that, notwithstanding anything herein to the contrary, in the event the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any applicable Law, against such continuing or surviving entity or such Person, as the case may be, but only to the extent of the liability of the Guarantor hereunder. The Company hereby covenants and agrees that it being expressly agreed shall not institute, directly or indirectly, and acknowledged that no personal liability whatsoever shall attach tocause its respective Affiliates not to institute, be imposed onany proceeding or bring any other claim arising under, or otherwise be incurred by any Member Affiliatein connection with, as such, for any obligations of the applicable party under this Merger Agreement or the transactions contemplated herebythereby or otherwise relating thereto, under any documents against a Guarantor Affiliate or, other than its right to recover from Guarantor for the Obligations, Guarantor, Parent or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17Merger Sub.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this This Agreement may only be enforced against, and any claim claim, action, suit, or cause of action of any kind other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution execution, or performance of this Agreement, may only be brought against the entities Purchaser or any Affiliate of the Purchaser that are expressly named as parties hereto holds the Note or one or more shares of Common Stock issued pursuant to a conversion of the Note (a “Covered Affiliate”), and then only with respect to the specific obligations set forth herein with respect to such partythe Purchaser or Covered Affiliate, as applicable, and no past, present or future incorporator, manager, partner, direct or indirect investor, Affiliate (to the extent not a Covered Affiliate) or other Representative of the Purchaser or a Covered Affiliate or of any Affiliate (to the extent not a Covered Affiliate) of the Purchaser or a Covered Affiliate, or any of their successors or permitted assigns (collectively, “Nonparty Affiliates”), shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or action based on, in respect of or by reason of the transactions contemplated hereby. Without limiting the foregoing, to the maximum extent permitted by Law, (i) with respect to disputes under or arising out of this Agreement, each party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of the Purchaser or Covered Affiliate, as applicable, or otherwise impose liability of the Purchaser or Covered Affiliate, as applicable, on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, and (ii) each party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to enter into, this Agreement. Each Member Affiliate of the Nonparty Affiliates is expressly an intended as a third-third party beneficiary of this Section 13.177.13.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewithotherwise, and notwithstanding the fact that any Member certain Holders may be a partnership or partnerships, limited liability companycompanies, corporations or other entities, each Member hereto, by its acceptance of the benefits of this Agreement, party hereto covenants, agrees and acknowledges that no Persons other than the Members shall have recourse under this Agreement or any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, documents or instruments delivered contemporaneously herewith by any Person pursuant hereto or in respect of any oral representations made or alleged to be made in connection herewith or therewith otherwise shall be had againstagainst any of the Sponsor Fund’s, any Co-Invest HoldCo’s, Apollo Group’s (disregarding the Affiliate Exclusion), the SCP Investor’s or any of the foregoing’s respective Affiliates’ (disregarding the Affiliate Exclusion) former, current or future director, officer, agent, Affiliate, manager, assignee, incorporatordirect or indirect equity holders, controlling PersonPersons, fiduciarystockholders, representative or employee of any Member directors, officers, employees, agents, Affiliates (or any of their successor or permitted assigneesdisregarding the Affiliate Exclusion), against any formermembers, currentfinancing sources, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativemanagers, general or limited partnerpartners or assignees (each, stockholdera “Related Party” and, manager or member collectively, the “Related Parties”) (it being agreed that the Affiliate Exclusion shall be disregarded for purposes of any all uses of the foregoingterms “Related Party” and “Related Parties” in this Agreement), but in each case not including the Members other than (eachsubject, but excluding for the avoidance of doubt, to the Members, a “Member Affiliate”)provisions of this Agreement) each party hereto or any of its respective assignees under this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statuteapplicable Law, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member Affiliateof the Related Parties, as such, for any obligations obligation or liability of the applicable any party hereto or any of its respective assignees under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of by any oral representations made or alleged to be made in connection herewith or therewith, or Person pursuant hereto for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations or liabilities or their creation. Except to ; provided, however, that nothing in this Section 7.15 shall relieve or otherwise limit the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action liability of any kind based uponparty hereto or any of its respective assignees for any breach or violation of its obligations under such agreements, arising out of, documents or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17instruments.

No Recourse. The Guaranteed Party acknowledges that the Purchaser does not have any assets other than certain contract rights and a nominal amount of cash and that no additional funds are expected to be contributed to the Purchaser unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Agreement Guaranty or any document, agreement, document or instrument delivered contemporaneously in connection herewith, and notwithstanding that the fact that Guarantor or its general partner (and any Member assignee permitted under Section 7 hereof) may be a limited partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this AgreementGuaranty, covenants, the Guaranteed Party agrees and acknowledges that no Persons Person other than the Members shall have Guarantor or its assigns has any liability, obligation or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent or otherwise, hereunder and that it neither the Guaranteed Party nor any of its affiliates has no rights any right of recovery hereunder against, and no recourse hereunder or under any documents, agreementsthis Guaranty, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations this Guaranty, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith, against, and no personal liability shall attach to, be imposed on, or otherwise be incurred by the Other Blackstone Investor, the former, current or future equity holders, controlling Persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners, successors or assignees of the Guarantor, the Purchaser or the Other Blackstone Investor or any former, current or future equity holder, controlling Person, director, officer, employee, agent, affiliate, member, manager, general or limited partner, successor or assignee of any of the foregoing (collectively, but not including the Guarantor (and any assignee permitted under Section 7 hereof) or the Purchaser, the “Non-Recourse Parties”), through the Purchaser or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of the Purchaser against the Guarantor or any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable Law, whether based in contract, tort or otherwise. The Guaranteed Party further agrees that the only rights of recovery that the Guaranteed Party or its affiliates have in connection with the Agreement or the transactions contemplated thereby or otherwise relating thereto are their creation. Except right to recover from the Purchaser under and to the extent expressly provided in the Agreement, their right to recover from the Guarantor or its assigns (but not any Non-Recourse Party) under and to the extent expressly provided in this Guaranty and subject to the Cap and the other limitations described herein, their right to recover from the Other Blackstone Investor or its assigns (but not any other Non-Recourse Party) under and to the extent expressly provided in the Other Blackstone Guaranty and subject to the “Cap” (as defined therein) and the other limitations described therein, their right to recover from Blackstone Real Estate Services L.L.C. under and to the extent expressly provided in the Confidentiality Agreement and their right to recover from BCORE Preferred Holdco LLC under and to the extent expressly provided in the Support Agreement, dated the date hereof, between BCORE Preferred Holdco LLC, the Purchaser and the Company (the “Support Agreement”). Recourse against the Guarantor or its assigns under the terms of this Guaranty and the Other Blackstone Investor or its assigns under the terms of the Other Blackstone Guaranty shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties (other than Blackstone Real Estate Services L.L.C. to the extent expressly provided in the Confidentiality Agreement, the Other Blackstone Investor under and to the extent expressly provided in the Other Blackstone Guaranty and subject to the “Cap” (as defined therein) and the other limitations described therein, and BCORE Preferred Holdco LLC under and to the extent expressly provided in the Support Agreement) in respect of any liabilities arising under, or in connection with, the Agreement or the transactions contemplated by the Agreement or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith, whether at law or in equity, in contract, tort or otherwise. The Guaranteed Party hereby agrees that it shall not institute, and shall cause its affiliates not to institute, directly or indirectly, any action or bring any other claim arising under, or in connection with, the Agreement, the transactions contemplated thereby or otherwise relating thereto, against the Guarantor or any Non-Recourse Party, except for claims solely against Blackstone Real Estate Services L.L.C. under and to the extent expressly provided in the Confidentiality Agreement, for claims solely against the Guarantor and its assigns under and to the extent expressly provided in this Guaranty and subject to the Cap and the other limitations described herein, for claims solely against the Other Blackstone Investor and its assigns under and to the extent expressly provided in the Other Blackstone Guaranty and subject to the “Cap” (as defined therein) and the other limitations described therein and for claims solely against BCORE Preferred Holdco LLC under and to the extent expressly provided in the Support Agreement. Nothing set forth in this Guaranty shall confer or give or shall be construed to confer or give to any Person other than the Guaranteed Party (including any Person acting in a representative capacity) any rights or remedies against any Person including the Guarantor, except as expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument other document delivered contemporaneously herewith, and notwithstanding pursuant hereto (the fact that any Member may be a partnership or limited liability company“Transaction Documents”), each Member hereto, by its acceptance of the benefits of this Agreement, Party unconditionally and irrevocably covenants, agrees and acknowledges that no Persons Person other than the Members Parties shall have any obligation or liability hereunder (on the terms and subject to the conditions set forth herein), and that it has notwithstanding that a Party may be a corporation, partnership, limited partnership or limited liability company (i) no rights of right or remedy, recourse or recovery hereunder against(whether at law or equity or in tort, and no recourse hereunder contract or otherwise) hereunder, under this Agreement or any documentsother Transaction Document or in connection with the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith therewith, shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporatordirect or indirect equity holder, controlling Person, fiduciary, representativeperson, general or limited partner, officer, director, employee, investment professional, manager, stockholder, manager member, agent, affiliate, assignee, financing source or member representative of any of the foregoing, but in each case not including the Members foregoing or any of their respective successors or assigns (each, but excluding for the avoidance of doubt, the Membersany such Person, a “Member AffiliateRelated Party”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment Party or by any legal Related Party of any Related Party (including, without limitation, any liabilities or equitable proceedingobligations arising under, or by virtue of any statutein connection with, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the applicable party under this Agreement or any other Transaction Document or the transactions contemplated herebyhereby or each thereby (or the termination or abandonment thereof) or otherwise, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or in respect of any claim (whether at law or equity or in tort, contract or otherwise), whether, in each case, by or through piercing of the corporate, limited liability company or limited partnership veil or similar action, by or through a claim by or on behalf of any Party against any Related Party of an Party or any Related Party of such Related Party, whether by the enforcement of any judgment or assessment or by any legal or equitable proceedings, or by virtue of any statute, regulation or other applicable law or otherwise, and (ii) it is expressly agreed and acknowledged that no personal liability or obligation whatsoever shall attach to, be imposed on, or otherwise be incurred by, any Related Party of any Party or any Related Party of such Related Party for any liabilities or obligations of the Parties under this Agreement or any other Transaction Document or in connection with the transactions contemplated hereby or each thereby (or the termination or abandonment thereof) or otherwise, in respect of any oral representation made or alleged to have been made in connection herewith or therewith or for any claim (whether at law or equity or in tort, contract or otherwise) based on, in respect of, in connection with, or by reason of, of such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in each party hereto hereby irrevocably and unconditionally waives and irrevocably and unconditionally releases all cases to claims (whether arising under equity, contract, tort or otherwise) against such Persons for any such liability or obligation. For the terms and conditions avoidance of and limitations hereindoubt, this Agreement may only no Party nor any of its Related Parties shall be enforced against, and any claim or cause of action Related Parties of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17other Party.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member (or, in each case, any financing source for any of the foregoing) of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliatessuch Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliatesuch Persons, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewithherewith or in connection or contemplation hereof, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that any Member party hereto may be a partnership or limited liability company, each Member party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member Holder (or any of their successor or permitted assignees)heirs, against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof assigns), or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholdershareholder, manager or member of any of the foregoingforegoing Persons, but in each case not including the Members named parties hereto (each, but excluding for the avoidance of doubt, the Members, a “Member AffiliateNon-Liable Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliatesany Non-Liable Person, by the enforcement of any assessment assignment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, Law or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Member AffiliateNon-Liable Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be have been made in connection herewith or therewith, therewith or for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13.17.