Common use of Non-Recourse Clause in Contracts

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the PurchaserCompany, and and, subject only to the specific contractual provisions hereof, no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Notwithstanding anything to the contrary contained herein, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the Contemplated Transactions, may only be made against the entities and Persons that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, in their capacities as such and no former, current or future equityholdersstockholders, equity holders, controlling personsPersons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party hereto hereto, or any former, current or future equityholderdirect or indirect stockholder, equity holder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby Contemplated Transactions or in respect of any representations made or alleged to be made in connection herewith; provided, that nothing in this Section 10.17 shall in any way limit or qualify the obligations and liabilities of (a) any other entity guaranteeing the obligations of Buyer under this Agreement, or (b) any of the parties to the Restrictive Covenant Agreements. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any either party against the other parties party hereto, in no event shall any either party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholdersequity holders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate of or any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced againstAll Proceedings (whether at Law, and any claims in contract, tort or causes of action otherwise, or in equity) that may be based upon, arise out of or relate to this AgreementAgreement or the other Transaction Agreements, or the negotiation, execution or performance of this Agreement or the other Transaction Agreements (including any representation or warranty made in or in connection with this Agreement or the other Transaction Agreements or as an inducement to enter into this Agreement or the other Transaction Agreements), may only be made only against the entities that are expressly identified as Parties hereto and parties heretothereto. No Person who is not a named party to this Agreement or the other Transaction Agreements, including entities that become parties hereto after the date hereofany past, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current present or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partnerincorporator, member, managerpartner, advisorstockholder, agent Affiliate, agent, attorney or Affiliate representative of any of named party to this Agreement or the foregoing other Transaction Agreements (each, a “Non-Recourse PartyParty Affiliates”) ), shall have any liability (whether at Law, in contract, tort or otherwise, 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 of the parties arising under, in connection with or related to this Agreement or such other Transaction Agreement (as the case may be) or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement againstor such other Transaction Agreement (as the case may be) or the negotiation or execution hereof or thereof; and each party hereto waives and releases all such liabilities, or seek to recover monetary damages from, claims and obligations against any such Non-Recourse Party.Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement. ​

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties heretoparties, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties heretoparties, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims Claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholders, controlling personsPersons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim Claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims Claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any either party against the other parties party hereto, in no event shall any either party or any of its Affiliates affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities Persons that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or and future equityholders, controlling persons, directors, officers, employees, agents agents, attorneys, Affiliates, members, managers, partners, stockholders or Affiliates assignees of any party hereto or any former, current or future equityholderequityholders, controlling personpersons, directordirectors, officerofficers, employeeemployees, general agents, attorneys, Affiliates, members, managers, partners, stockholders or limited partner, member, manager, advisor, agent or Affiliate assignees of any of the foregoing (each, a “Non-Recourse Party”) ), shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby by this Agreement or in respect of any oral representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in In no event shall any party or any of hereto, and each party hereto agrees to use its Affiliates reasonable best efforts to cause its Non-Recourse Parties not to, seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse PartyParty not a party to this Agreement.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the PurchaserPurchasers, and no former, current or future equityholders, controlling personsPersons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, hereof or that agree in writing for the benefit of the Company Seller to be bound by the terms of this Agreement applicable Agreement, and, subject only to the Purchaserspecific contractual provisions hereof, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate of any of the foregoing (in each case other than the parties hereto) (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party. For the avoidance of doubt, nothing in this Agreement shall limit the rights or remedies of the parties to the Merger Agreement, as provided therein.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties signatories hereto, including entities that become parties signatories hereto after the date hereof, including permitted assignees and successors, hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the PurchaserCompany, and and, subject only to the specific contractual provisions hereof, no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse PartyParty in connection with this Agreement.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, hereof or that agree in writing for the benefit of the Company Seller to be bound by the terms of this Agreement applicable to the PurchaserSeller, and and, subject only to the specific contractual provisions hereof, no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Notwithstanding anything to the contrary contained herein or otherwise and except for claims (a) for indemnification pursuant to and subject to the provisions set forth in Article VIII, (b) claims pursuant to Section 3.04(e)(ii) or Section 6.11(i) or (c) under any Transaction Document to which the applicable Non-Recourse Party is a party, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against the entities and Persons that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, in their capacities as such and no former, current or future equityholdersstockholders, equity holders, lender, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party hereto hereto, or any former, current or future equityholderdirect or indirect stockholder, equity holder, lender, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights , except in respect of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse PartyFraud.

Non-Recourse. This Notwithstanding anything in this Agreement to the contrary, this Agreement may only be enforced against, and any claims claim or causes cause of action that may be based upon, arise arising out of of, or relate related to this Agreement, Agreement or the negotiation, execution or performance of this Agreement Transactions may only be made against brought against, the entities that are expressly identified named as parties hereto, including entities that become parties hereto after and then only with respect to the date hereof, including permitted assignees specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and successors, or that agree in writing for then only to the benefit extent of the Company to be bound specific obligations undertaken by the terms of such named party in this Agreement applicable to the Purchaserand not otherwise), and no formerpast, current present or future equityholdersdirector, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, directormanager, officer, employee, general or limited partnerincorporator, member, managerpartner, equityholder, Affiliate, agent, attorney, advisor, agent consultant or Representative or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) 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 Parties or the parties Company under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or for any claim (whether in tortthe Transactions. Notwithstanding the foregoing, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting this Section 9.14 shall not limit the rights of any party Parent against the other parties hereto, Financing Sources in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.accordance with the Debt Commitment Papers. [Signature Page Follows]

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This 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 based upon, arise out of or relate to the non-performance this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made against the entities and Persons that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, their capacities as such and no former, current or future equityholdersstockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates (other than the Company) of any party hereto hereto, or any former, current or future equityholderdirect or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby this Agreement or in respect of any representations made or alleged to be made in connection herewithherewith or therewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party. Nothing herein precludes the parties or any Non-Recourse Parties from exercising any rights, and nothing herein shall limit the liability or obligations of any Non-Recourse Party, in each case under the Merger Agreement, Stockholders Agreements or any other agreement to which they are specifically a party or an express third party beneficiary thereof.

Non-Recourse. This Agreement and the Transaction Documents may only be enforced against, and any claims Action or causes of action that may be other legal proceeding based upon, arise arising out of of, or relate related to this AgreementAgreement and the Transaction Documents, or the negotiation, execution or performance of this Agreement and the Transaction Documents, may only be made brought against the entities that are expressly identified named as parties hereto, including entities that become parties a party hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable thereto and then only with respect to the Purchaserspecific obligations set forth herein and therein with respect to such party. No past, and no former, current present or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partnerincorporator, manager, member, managerpartner, advisorstockholder, agent Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto and thereto, or any of the foregoing (eachtheir successors or permitted assigns, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to any party hereto under this Agreement and the Transaction Documents or for any claim (whether in tort, contract Action or otherwise) other legal proceeding based on, in respect of, of or by reason of, of the transactions contemplated hereby and thereby; provided, however, nothing in this Section 10.14 shall relieve or in respect of any representations made or alleged to be made in connection herewith. Without limiting otherwise limit the rights liability of any party against the other parties hereto, in no event shall any party hereto or thereto or any of their respective successors or permitted assigns for any breach or violation of its Affiliates seek to enforce this Agreement againstobligations under such agreements, make any claims for breach of this Agreement against, documents or seek to recover monetary damages from, any Non-Recourse Partyinstruments.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be Action based upon, arise arising out of of, or relate related to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made brought against the entities that are expressly identified named as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable then only with respect to the Purchaserspecific obligations set forth herein with respect to such party. No past, and no former, current present or future equityholdersdirector, officer, employee, incorporator, manager, member, general or limited partner, stockholder, equityholder, controlling personsperson, directorsAffiliate, officersagent, employees, agents attorney or Affiliates other Representative of any party hereto or any former, current of their successors or future equityholder, controlling person, permitted assigns or any direct or indirect director, officer, employee, incorporator, manager, member, general or limited partner, memberstockholder, managerequityholder, advisorcontrolling person, agent Affiliate, agent, attorney, Representative, successor or Affiliate permitted assign of any of the foregoing (each, a “Non-Recourse Party”) ), shall have any liability for any obligations or liabilities of the parties to any party under this Agreement or for any claim Proceeding (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of the transactions contemplated hereby or in respect of any written or oral representations made or alleged to be made in connection herewith. Without limiting the rights of any party the Company against the other parties heretoStockholder, in no event shall any party the Company or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholders, controlling personsPersons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after and, subject only to the date specific contractual provisions hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate of any of the foregoing (each, a “Non-Recourse PartyPerson”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby Transactions or in respect of any representations or warranties made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse PartyPerson.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current and future holders of any equity, partnership or future equityholderslimited liability company interest, controlling persons, directors, officers, employees, agents agents, attorneys, Affiliates, members, managers, general or Affiliates limited partners, stockholders or assignees of any party hereto or any formerfuture holders of any equity, current partnership or future equityholderlimited liability company interest, controlling personpersons, directordirectors, officerofficers, employeeemployees, agents, attorneys, Affiliates, members, managers, general or limited partnerpartners, member, manager, advisor, agent stockholders or Affiliate assignees of any of the foregoing (each, a “Non-Recourse Party”) ), shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby by this Agreement or in respect of any oral representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in In no event shall any party or any of hereto, and each party hereto agrees to use its Affiliates reasonable best efforts to cause its Non-Recourse Parties not to, seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse PartyParty not a party to this Agreement.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the PurchaserCompany, and and, subject only to the specific contractual provisions hereof, no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby Transactions or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse PartyParty in connection with this Agreement.

Non-Recourse. This Agreement may only be enforced against, and any claims claim or causes cause of action that may be based upon, arise arising out of or relate related to this Agreement, or the negotiation, execution or performance of this Agreement may only be made brought against the entities Persons that are expressly identified named as parties heretoto this Agreement. Except to the extent named as a party to this Agreement, including entities that become parties hereto after and then only to the date hereof, including permitted assignees and successors, or that agree in writing for the benefit extent of the Company to be bound by the terms specific obligations of such parties set forth in this Agreement applicable to the PurchaserAgreement, and no formerpast, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current present or future equityholder, controlling personmember, partner, manager, director, officer, employee, general or limited partner, member, manager, advisorAffiliate, agent or Affiliate representative of any party or the Company will have any liability (whether in contract, tort, equity or otherwise) for any of the representations, warranties, covenants, agreements or other obligations or liabilities of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tortbased upon, contract arising out of or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged related to be made in connection herewiththis Agreement. Without limiting the rights foregoing, no claim will be brought or maintained by Parent or any other Parent Indemnified Party against any present or future equityholder, member, partner, manager, director, officer, employee, Affiliate, agent or representative of any party that is not otherwise expressly identified as a party, 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 other parties heretorepresentations, in no event shall warranties, covenants or agreements of any party set forth or contained in this Agreement (including any Exhibit, the Disclosure Schedule, or any of its Affiliates seek to enforce this Agreement against, make other Schedule) or any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Partycertificate delivered hereunder.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the PurchaserPurchasers, and no former, current or future equityholders, controlling personsPersons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party. [Signature Page Follows.]

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, Execution Date or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchasera Purchaser (with respect to itself only), and no former, current or future equityholders, controlling personsPersons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations covenants, obligations, agreements or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties party hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the PurchaserCompany, and and, subject only to the specific contractual provisions hereof, no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any formerANY PARTY HERETO OR ANY FORMER, current or future equityholderCURRENT OR FUTURE EQUITYHOLDER, controlling personCONTROLLING PERSON, directorDIRECTOR, officerOFFICER, employeeEMPLOYEE, general or limited partnerGENERAL OR LIMITED PARTNER, memberMEMBER, managerMANAGER, advisorADVISOR, agent or Affiliate of any of the foregoing AGENT OR AFFILIATE OF ANY OF THE FOREGOING (eachEACH, a A “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action or proceedings that may be based upon, arise out of or relate to this Agreement, Agreement or the negotiation, execution or performance of this Agreement Agreement, may only be made against the entities that are expressly identified as parties Parties hereto, including entities that become identified parties hereto after the date hereof, including permitted assignees and successorsand, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable subject only to the Purchaserspecific contractual provisions hereof, and no former, current or future equityholders, controlling persons, affiliates or subsidiaries, or any directors, officers, employees, or agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, affiliate or subsidiary, or any director, officer, employee, general employee or limited partner, member, manager, advisor, 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 Parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made set out herein or alleged in any document or instrument executed pursuant to be made in connection herewithSection 4.05 hereof. Without limiting the rights of any party Party against the other parties Party hereto, in no event shall any party Party or any of its Affiliates subsidiaries seek to enforce this Agreement against, or make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, of the Original Agreement or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future direct or indirect equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future direct or indirect equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewiththis Agreement. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates, and each party agrees to cause their Affiliates not to, seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party. Notwithstanding anything herein the contrary, nothing in this Agreement shall limit the rights of the parties hereto to make any claims for breach of contract against, seek to recover monetary damages from or otherwise enforce their rights against the Limited Partners under the terms of, and subject to the conditions set forth in, the Equity Commitment Letters.

Non-Recourse. This Agreement may only be enforced againstAll actions, suits, claims and proceedings at law or in equity, or arbitration or administrative or other proceedings by or before any claims Governmental Authority (whether in contract or causes of action in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may only be made only against the entities that are expressly identified as parties hereto. No Person who is not a named party to this Agreement, including entities that become parties hereto after the date hereof, including permitted assignees and successors, without limitation any Affiliate or that agree in writing for the benefit other Representative of the Company any named party to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate of any of the foregoing Purchaser’s financing sources (each, a “Non-Recourse PartyParty 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 Liabilities arising under, in connection with or liabilities of the parties related to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, its negotiation or execution; and each party hereto waives and releases all such Liabilities against any such Non-Recourse PartyParty Affiliates. In the event that any provision of this Agreement provides that a party hereto shall cause its Affiliates and/or Representatives to take any action (or refrain from taking any action) or otherwise purports to be binding on such party’s Affiliates and/or Representatives, such party shall be liable for any breach of such provision by any such Affiliate or Representative.

Non-Recourse. This Notwithstanding anything to the contrary in this Agreement or any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated herein, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance Action for breach of this Agreement may only be made against against, the entities that are expressly identified herein as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholdersaffiliate, subsidiary, general or limited partner, stockholder, controlling personsPerson, directorsmanager, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling personmember, director, officer, employee, general or limited partner, member, manager, advisorrepresentative, agent or Affiliate of any of their respective assignees or successors of the foregoing (each, parties hereto that is not a “Non-Recourse Party”) party to this Agreement shall have any liability for any liabilities or obligations or liabilities of the parties to this Agreement or hereto for any claim Action (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby for breach of this Agreement or in respect of any oral representations made or alleged to be made in connection herewith. Without limiting , no party hereto shall have any rights of recovery in respect hereof against any affiliate of any of the other parties hereto and no personal liability shall attach to any affiliate of any of the parties hereto through such party or otherwise, whether by or through attempted piercing of the corporate veil, by the enforcement of any Judgment or by virtue of any applicable Law, or otherwise; provided, however, that nothing in this Section 5.16 shall limit the rights of any party the parties hereto against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce hereto under this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse PartyAgreement.

Non-Recourse. This Agreement may only be enforced against, and any All claims or causes of action (whether in contract or in tort, in law or in equity, by statute or otherwise) that may be based upon, arise out of or relate to this AgreementAgreement or the other Transaction Documents, or the negotiation, execution or performance of this Agreement or the other Transaction Documents (including any representation or warranty made in or in connection with this Agreement or the other Transaction Documents or as an inducement to enter into this Agreement or the other Transaction Documents), may only be made only against the entities Persons that are expressly identified as parties heretohereto and thereto. No Person who is not a named party to this Agreement or the other Transaction Documents, including entities that become parties hereto after the date hereofany past, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current present or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partnerincorporator, member, managerpartner, advisorstockholder, agent equityholder, controlling person, Affiliate, agent, attorney or Affiliate representative of any of named party to this Agreement or the foregoing other Transaction Documents (each, a the “Non-Recourse PartyParty Affiliates”) shall have any liability (whether in contract or in tort, in law or in equity, by statute or otherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates, including by or through theories of equity, agency, control, instrumentality, single business enterprise, piercing the veil or undercapitalization) for any obligations or liabilities of the parties arising under, in connection with or related to this Agreement or the other Transaction Documents (as the case may be) or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement againstor the other Transaction Documents (as the case may be) or the negotiation or execution hereof or thereof; and each Party waives and releases all such liabilities, or seek to recover monetary damages from, claims and obligations against any such Non-Recourse PartyParty Affiliates. Notwithstanding the foregoing, this Section 7.16 shall be subject to Section 7.9(h).

Non-Recourse. This Notwithstanding anything to the contrary contained in this Agreement or otherwise, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to the non-performance this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made against the entities and persons that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no their capacities as such. No former, current or future equityholdersstockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates affiliates (other than the parties to the Merger Agreement) of any party hereto to this Agreement, or any former, current or future equityholderdirect or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby this Agreement or in respect of any representations made or alleged to be made in connection herewithwith this Agreement. Without limiting the rights of any party against the other parties heretoto this Agreement, in no event shall any party or any of its Affiliates affiliates seek to enforce this Agreement against, or make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party. Nothing in this Agreement precludes the parties or any Non-Recourse Parties from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Recourse Party, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 10(n) is subject to, and does not alter the scope or application of, Section 10(j).

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, Execution Date or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the PurchaserPurchasers, and no former, current or future equityholders, controlling personsPersons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations covenants, obligations, agreements or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any All claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this AgreementAgreement or the other Transaction Documents, or the negotiation, execution or performance of this Agreement or the other Transaction Documents (including any representation or warranty made in or in connection with this Agreement or the other Transaction Documents or as an inducement to enter into this Agreement or the other Transaction Documents), may only be made only against the entities that are expressly identified as parties heretohereto and thereto. No Person who is not a named party to this Agreement or the other Transaction Documents, including entities that become parties hereto after the date hereofany past, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current present or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates Representative of any a party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate of any of the foregoing (each, a “Non-Recourse PartyParty Representatives”) ), 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 of the parties arising under, in connection with or related to this Agreement or such other Transaction Documents (as the case may be) or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement againstor such other Transaction Documents (as the case may be) or the negotiation or execution hereof or thereof; and each Party hereto waives and releases all such liabilities, or seek to recover monetary damages from, claims and obligations against any such Non-Recourse PartyParty Representatives.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to the non-performance this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no Parties. No former, current or future equityholdersstockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates affiliates (other than the Parties) of any party hereto Party, or any former, current or future equityholderdirect or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby this Agreement or in respect of any representations made or alleged to be made in connection herewithwith this Agreement. Without limiting the rights of any party Party against the other parties heretoParties, in no event shall any party Party or any of its Affiliates seek to enforce this Agreement against, or make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party. Nothing in this Agreement, including this Section 9.19, precludes the Parties or any Non-Recourse Parties from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Party or Non-Recourse Party, in each case under this Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof, including without limitation, the Commitment Letter. This Section 9.19 is subject to, and shall not alter the scope or application of, Section 9.5.

Non-Recourse. This Agreement may only be enforced against, and any All claims or causes of action (whether at law, in contract, tort or otherwise, or in equity) that may be based upon, arise out of or relate to this AgreementAgreement or the other Transaction Agreements, or the negotiation, execution or performance of this Agreement or the other Transaction Agreements (including any representation or warranty made in or in connection with this Agreement or the other Transaction Agreements or as an inducement to enter into this Agreement or the other Transaction Agreements), may only be made only against the entities that are expressly identified as parties heretohereto and thereto. No Person who is not a named party to this Agreement or the other Transaction Agreements, including entities that become parties hereto after the date hereofany past, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current present or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partnerincorporator, member, managerpartner, advisorstockholder, agent Affiliate, agent, attorney or Affiliate representative of any of named party to this Agreement or the foregoing other Transaction Agreements (each, a “Non-Recourse PartyParty Affiliates”) ), shall have any liability (whether at law, in contract, tort or otherwise, 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 of the parties arising under, in connection with or related to this Agreement or such other Transaction Agreement (as the case may be) or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement againstor such other Transaction Agreement (as the case may be) or the negotiation or execution hereof or thereof, or seek to recover monetary damages fromand each party hereto waives and releases all such liabilities, claims and obligations against any such Non-Recourse PartyParty Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement.

Non-Recourse. This Agreement may only be enforced against, and any All claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this AgreementAgreement or the other Transaction Documents, or the negotiation, execution or performance of this Agreement or the other Transaction Documents (including any representation or warranty made in or in connection with this Agreement or the other Transaction Documents or as an inducement to enter into this Agreement or the other Transaction Documents), may only be made only against the entities that are expressly identified as parties heretoParties hereto and thereto. No Person who is not a named Party to this Agreement or the other Transaction Documents, including entities that become parties hereto after the date hereofany past, including permitted assignees and successors, present or that agree in writing for the benefit future Affiliate of Seller or the Company to be bound by the terms or any of this Agreement applicable to the Purchaser, and no former, current or future equityholders, controlling persons, their respective directors, officers, employees, agents incorporators, members, managers, partners, equityholders (including stockholders and optionholders), Affiliates, agents, attorneys or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate of any of the foregoing Representatives (each, a “Non-Recourse PartyParty 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 of the parties arising under, in connection with or related to this Agreement or such other Transaction Document (as the case may be) or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement againstor such other Transaction Document (as the case may be) or the negotiation or execution hereof or thereof; and each Party hereto waives and releases all such liabilities, or seek to recover monetary damages from, claims and obligations against any such Non-Recourse Party.Party Affiliates. * * * * *

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future direct or indirect equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future direct or indirect equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewiththis Agreement. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates, and each party agrees to cause their Affiliates not to, seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the a Purchaser, and no former, current or future equityholders, controlling personsPersons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, Execution Date or that agree in writing for the benefit of the Company Parent to be bound by the terms of this Agreement applicable to the PurchaserPurchasers, and no former, current or future equityholders, controlling personsPersons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations covenants, obligations, agreements or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, hereof or that agree in writing for the benefit of the Company Issuer to be bound by the terms of this Agreement applicable to the PurchaserPurchasers, and no former, current or future equityholders, controlling personsPersons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations covenants, obligations, agreements or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, hereof and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby Transactions or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future direct or indirect equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future direct or indirect equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewiththis Agreement. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates, and each party agrees to cause their Affiliates not to, seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party. Notwithstanding anything herein the contrary, nothing in this Agreement shall limit the rights of the parties hereto to make any claims for breach of contract against, seek to recover monetary damages from or otherwise enforce their rights against the Limited Partners under the terms of, and subject to the conditions set forth in, the Equity Commitment Letters.

Non-Recourse. This Notwithstanding anything to the contrary contained herein, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against the entities and Persons that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, (or express guarantors of such parties’ obligations under this Agreement) in their capacities as such and no former, current or future equityholdersstockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party hereto hereto, or any former, current or future equityholderdirect or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, hereof or that agree in writing for the benefit of the Company Seller to be bound by the terms of this Agreement applicable Agreement, and, subject only to the Purchaserspecific contractual provisions hereof, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate of any of the foregoing (in each case other than the parties hereto) (each, a “"Non-Recourse Party”") shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party. For the avoidance of doubt, nothing in this Agreement shall limit the rights or remedies of the parties to the Merger Agreement, as provided therein.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the PurchaserAdmiral Sellers, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any either party against the other parties party hereto, in no event shall any either party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Notwithstanding anything to the contrary contained herein, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against the entities and Persons that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, (or express guarantors of such parties’ obligations under this Agreement) in their capacities as such and no former, current or future equityholdersstockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party hereto hereto, or any former, current or future equityholderdirect or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse PartyParty (including any of the Eligible Holders).

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the PurchaserCompany, and, subject only to the specific contractual provisions hereof and the Sponsor Guarantee, no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties heretohereto and subject to the Sponsor Guarantee, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims claim or causes cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, the transactions contemplated hereby or the subject matter hereof may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no formerpast, current present or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling personAffiliate, director, officer, employee, general or limited partnerincorporator, member, manager, advisorpartner, agent shareholder, agent, attorney, advisor or Affiliate representative of any party hereto or any past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, 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 the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewithhereby. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any either party against the other parties party hereto, in no event shall any either party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Notwithstanding anything to the contrary contained in this Agreement, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the Transactions, may only be made against the entities and Persons that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree Parties herein in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, their capacities as such and no former, current or future equityholdersstockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party hereto Party hereto, or any former, current or future equityholderdirect or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability Liability for any obligations or liabilities Liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby Transactions or in respect of any representations made or alleged to be made in connection herewith; provided, however, that nothing herein shall limit the obligations of any Non-Recourse Party under any Ancillary Document to which such Non-Recourse Party is party, even if the basis for obligations thereunder relate to or arise from obligations hereunder. Without limiting the rights of any party against the other parties Parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This With respect to Buyer and Parent, this Agreement may only be enforced against, and any claims or causes of action actions that may be based upon, arise out of of, or relate to this Agreement, or the negotiation, execution execution, or performance of this Agreement or the Contemplated Transactions, may only be made against the entities that are expressly identified Buyer or Parent as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company a party to be bound by the terms of this Agreement applicable to the Purchaser, in their capacity as such and no former, current current, or future stockholders, equityholders, controlling persons, directors, officers, employees, agents general or limited partners, members, managers, agents, or Affiliates of any party hereto Buyer or Parent or any former, current current, or future direct or indirect stockholder, equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisoragent, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability Liability for any obligations or liabilities Liabilities of the parties to Buyer or Parent under this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby Contemplated Transactions or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities Persons that are expressly identified as parties hereto, including entities Persons that become parties hereto after the date hereof, including permitted assignees and successors, hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the PurchaserCompany, and and, subject only to the specific contractual provisions hereof, no former, current or future equityholders, controlling persons, directors, officers, employees, agents agents, Representatives or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent agent, Representative or Affiliate Affiliate, successor or assignee of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability Liability for any obligations or liabilities Liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party hereto or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities Persons that are expressly identified as parties hereto, including entities Persons that become parties hereto after the date hereof, including permitted assignees and successors, hereof or that agree in writing for the benefit of the Company and the Investor to be bound by the terms of this Agreement applicable to the PurchaserSupporting Stockholder, and and, subject only to the specific contractual provisions hereof, no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party of the parties hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby by this Agreement or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party hereto against the any other parties party hereto, in no event shall any party hereto or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Notwithstanding anything in this Agreement to the contrary, this Agreement may only be enforced against, and any claims claim or causes cause of action that may be based upon, arise arising out of of, or relate related to this Agreement, Agreement or the negotiation, execution or performance of this Agreement Transactions may only be made against brought against, the entities that are expressly identified named as parties hereto, including entities that become parties hereto after and then only with respect to the date hereof, including permitted assignees specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and successors, or that agree in writing for then only to the benefit extent of the Company to be bound specific obligations undertaken by the terms of such named party in this Agreement applicable to the Purchaserand not otherwise), and no formerpast, current present or future equityholdersdirector, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, directormanager, officer, employee, general or limited partnerincorporator, member, managerpartner, equityholder, Affiliate, agent, attorney, advisor, agent consultant or Representative or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) 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 Parties or the parties Company under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or for any claim (whether in tortthe Transactions. Notwithstanding the foregoing, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting this Section 9.14 shall not limit the rights of any party Parent against the other parties hereto, Financing Sources in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Partyaccordance with the Debt Commitment Papers.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities and Persons that are expressly identified as parties hereto, including entities that become parties the Parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, their capacities as such and no former, current or future equityholdersequity holders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto Party hereto, or any former, current or future equityholderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 Parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party Party against the other parties Parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Subject to the Fund Guarantee, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without Subject to the Fund Guarantee, without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith, other than as expressly set forth in the Equity Commitment Letter. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party., other than as expressly set forth in the Equity Commitment Letter. [Signature page follows]

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, of the Original Agreement or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future direct or indirect equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future direct or indirect equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewiththis Agreement. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates, and each party agrees to cause their Affiliates not to, seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party. Notwithstanding anything herein the contrary, nothing in this Agreement shall limit the rights of the parties hereto to make any claims for breach of contract against, seek to recover monetary damages from or otherwise enforce their rights against the Limited Partners under the terms of, and subject to the conditions set forth in, the Equity Commitment Letters.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the PurchaserAgreement, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any either party against the other parties party hereto, in no event shall any either party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be Action based upon, arise arising out of of, or relate related to this Agreement, Agreement or the negotiation, execution or performance of this Agreement transactions contemplated hereby may only be made against brought against, the entities that are expressly identified named as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees Parties or as intended third party beneficiaries hereof and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable then only with respect to the Purchaserspecific obligations set forth herein with respect to a Party. No past, and no former, current present or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partnerincorporator, member, managerpartner, advisorstockholder, agent Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and 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 (each, a “Non-Recourse Party”) 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 parties Company or LIVK under this Agreement of or for any Action based on, arising out of, or related to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby hereby. Notwithstanding anything to the contrary in this ‎Section 12.16, nothing in this ‎‎Section 12.16 shall limit (a) any liabilities or obligations against any party to an Ancillary Agreement in respect thereof or (b) any Party’s remedies in the event of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse PartyFraud.

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any either party against the other parties party hereto, in no event shall any either party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Non- Recourse Party.. Section 5.19

Non-Recourse. This 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 based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against the entities and Persons that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, in their capacities as such and no former, current or future equityholdersstockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party hereto hereto, or any former, current or future equityholderdirect or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This 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 based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against the entities and Persons that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company Parties to be bound by the terms of this Agreement applicable to the Purchaser, in their capacities as such and no former, current or future equityholdersstockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party hereto hereto, or any former, current or future equityholderdirect or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Non‑Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party Party against the other parties Parties hereto, in no event shall any party Party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Agreement may only be enforced against, and any All claims or causes of action (whether in contract or in tort, in Law or in equity) that may be based upon, arise out of or relate to this AgreementAgreement or the other Transaction Documents, or the negotiation, execution or performance of this Agreement or the other Transaction Documents (including any representation or warranty made in or in connection with this Agreement or the other Transaction Documents or as an inducement to enter into this Agreement or the other Transaction Documents), may only be made only against the entities that are expressly identified as parties heretohereto and thereto. No Person who is not a named party to this Agreement or the other Transaction Documents, including entities that become parties hereto after the date hereofany past, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current present or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partnerincorporator, member, managerpartner, advisorstockholder, agent equityholder, Affiliate, agent, attorney or Affiliate representative of any of named party to this Agreement or the foregoing other Transaction Documents (eachcollectively, a “Non-Recourse PartyParty 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 of the parties arising under, in connection with or related to this Agreement or such other Transaction Documents (as the case may be) or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement againstor such other Transaction Document (as the case may be) or the negotiation or execution hereof or thereof; and each Party waives and releases all such liabilities, or seek to recover monetary damages from, claims and obligations against any such Non-Recourse PartyParty Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement.

Non-Recourse. This Agreement may only be enforced against, and any All claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this AgreementAgreement or the other Transaction Documents, or the negotiation, execution or performance of this Agreement or the other Transaction Documents (including any representation or warranty made in or in connection with this Agreement or the other Transaction Documents or as an inducement to enter into this Agreement or the other Transaction Documents), may only be made only against the entities that are expressly identified as parties heretohereto and thereto. No Person who is not a named party to this Agreement or the other Transaction Documents, including entities that become parties hereto after the date hereofany past, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current present or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, manager employee, general or limited partnerincorporator, member, managerpartner, advisorequityholders, agent Affiliate, agent, attorney or Affiliate representative of any of named party to this Agreement or the foregoing other Transaction Documents (each, a “Non-Recourse PartyParty 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 of the parties arising under, in connection with or related to this Agreement or such other Transaction Document (as the case may be) or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement againstor such other Transaction Document (as the case may be) or the negotiation or execution hereof or thereof; and each party hereto waives and releases all such liabilities, or seek to recover monetary damages from, claims and obligations against any such Non-Recourse PartyParty Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement.

Non-Recourse. This Notwithstanding anything to the contrary in this Agreement or any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated herein, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance Action for breach of this Agreement may only be made against against, the entities that are expressly identified herein as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholdersaffiliate, subsidiary, general or limited partner, stockholder, controlling personsPerson, directorsmanager, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling personmember, director, officer, employee, general or limited partner, member, manager, advisorrepresentative, agent or Affiliate of any of their respective assignees or successors of the foregoing (each, parties hereto that is not a “Non-Recourse Party”) party to this Agreement shall have any liability for any liabilities or obligations or liabilities of the parties to this Agreement or hereto for any claim Action (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby for breach of this Agreement or in respect of any oral representations made or alleged to be made in connection herewith. Without limiting , no party hereto shall have any rights of recovery in respect hereof against any affiliate of any of the other parties hereto and no personal liability shall attach to any affiliate of any of the parties hereto through such party or otherwise, whether by or through attempted piercing of the corporate veil, by the enforcement of any Judgment or by virtue of any applicable Law, or otherwise; provided, however, that nothing in this Section 5.17 shall limit the rights of any party the parties hereto against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce hereto under this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse PartyAgreement.

Non-Recourse. This With respect to Buyer, this Agreement may only be enforced against, and any claims or causes of action actions that may be based upon, arise out of of, or relate to this Agreement, the other Transaction Documents or the negotiation, execution execution, or performance of this Agreement Agreement, the other Transaction Documents or the Contemplated Transactions, may only be made against the entities that are expressly identified Buyer as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company a party to be bound by the terms of this Agreement applicable to the Purchaser, in its capacity as such and no former, current current, or future equityholders, controlling persons, directors, officers, employees, agents general or limited partners, members, managers, agents, or Affiliates of any party hereto Buyer or any former, current current, or future direct or indirect equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisoragent, agent or Affiliate of any of the foregoing (each, a “"Non-Recourse Party”") shall have any liability Liability for any obligations or liabilities Liabilities of Buyer under this Agreement, the parties to this Agreement other Transaction Documents or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby Contemplated Transactions or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party Party against the other parties heretoParties, in no event shall any party Party or any of its Affiliates seek to enforce this Agreement or the other Transaction Documents against, make any claims for breach of this Agreement or the other Transaction Documents against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. This Except in the case of fraud, this Agreement may only be enforced against, and any claims claim or causes cause of action that may be Action based upon, arise arising under, out of of, or relate in connection with, or related in any manner to this Agreement, Agreement or the negotiation, execution or performance of this Agreement transactions contemplated hereby may only be made against brought against, the entities that are expressly identified named as parties hereto, including entities that become parties hereto after Parties in the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms preamble of this Agreement applicable (the “Contracting Parties”) and then only with respect to the Purchaserspecific obligations set forth herein with respect to such Contracting Party. Except in the case of fraud, and no formerPerson that is not a Contracting Party, current including any past, present or future equityholders, controlling persons, directors, officers, employees, agents Representative or Affiliates Affiliate of any party hereto Contracting Party or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate of any of the foregoing (each, a “Non-Recourse PartyNonparty Affiliate”) ), shall have any liability Liability (whether in contract, tort, at law or in equity, or granted by statute or otherwise) for any claims, causes or action or other obligations or liabilities of the parties Liabilities arising under, out of, or in connection with, or related in any manner to this Agreement or for any claim (whether in tortthe transactions contemplated hereby, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement againstor its negotiation, execution, performance or seek to recover monetary damages frombreach. To the maximum extent permitted by applicable Law, except in the case of fraud, (a) each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action and other obligations and Liabilities against any Non-Recourse Party.such Nonparty Affiliates,

Non-Recourse. This 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 based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against the entities and Persons that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors, or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, in their capacities as such and no former, current or future equityholdersstockholders, equity holders, controlling persons, directors, officers, employees, agents general or limited partners, members, managers, agents, the Company Debt Financing Sources, the Parent Debt Financing Sources or Affiliates of any party hereto hereto, or any former, current or future equityholderdirect or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, 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 this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party. Notwithstanding the foregoing, the parties to the Confidentiality Agreement may assert claims or causes of action, or otherwise commence litigation, under or in accordance with the Confidentiality Agreement against the other parties thereto.