Common use of Non-Recourse Clause in Contracts

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13.

Non-Recourse. Notwithstanding anything Anything herein or in any other Financing Document to the contrary notwithstanding, the obligations of the Loan Parties under this Agreement and each other Financing Document to which each Loan Party is a party, and any certificate, notice, instrument or document delivered pursuant hereto or thereto, are obligations solely of such Loan Party and do not constitute a debt, liability or obligation of (and no recourse shall be made with respect to) any of their respective Affiliates (including Sponsor and its Affiliates), or any shareholder, partner, member, officer, director or employee of the Loan Parties or such Affiliates (collectively, the “Non-Recourse Parties”), except that may be expressed the foregoing shall not limit the obligations or implied liabilities of any Non-Recourse Party under any Financing Document to which such Non-Recourse Party is a party. No action under or in connection with this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent other Financing Document to which each covenant, agree and acknowledge that no Persons other than the Parties hereto have Loan Party is a party shall be brought against any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through and no judgment for any deficiency upon the other Party obligations hereunder or otherwise, whether thereunder shall be obtainable by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other any Secured Party against any Non-Recourse Party, by except that the enforcement foregoing shall not limit the obligations or liabilities of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that under any Financing Document to which such Non-Recourse Party is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of party. Notwithstanding any of the representationsforegoing, warranties, covenants or agreements of any Party set forth or it is expressly understood and agreed that nothing contained in this AgreementSection shall in any manner or way (i) restrict the remedies available to any Agent or Lender to realize upon the US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15|| Collateral or under any Financing Document, or constitute or be deemed to be a release of the obligations secured by (or impair the enforceability of) the Liens and security interests and possessory rights created by or arising from any Financing Document or (ii) release, or be deemed to release, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express thirdParty from liability for its own willful misrepresentation, fraudulent actions, gross negligence or willful misconduct or from any of its obligations or liabilities under any Financing Document to which such Non-party beneficiaries of this Section 9.13Recourse Party is a party.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the each Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the each Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13.

Non-Recourse. Notwithstanding anything to the contrary contained herein or otherwise, this Agreement may only be enforced against, and any claims or causes of action that may be expressed based upon, arise out of or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against, the Persons that are expressly identified as parties to this Agreement (in the preamble and signature pages hereto) in their capacities as parties to this Agreement or the Persons that are expressly identified as parties to any claim based on other Transaction Agreement, the Equity Commitment Letter or the Limited Guaranty in their capacities as parties to such liabilities, obligations, commitments againstagreements, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party the Persons that are expressly identified herein as parties to such agreements or any former, current or future equity holderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing foregoing, or any other non-party, shall have any liability for any obligations or liabilities of the parties or for any claim (collectivelywhether in tort, but not including contract or otherwise) based on, in respect of, or by reason of, the Parties heretotransactions contemplated hereby or thereby or in respect of any representations, each warranties or statements made or alleged to be made in connection herewith or therewith (except to the extent such Person is expressly identified as a “Non-Recourse Party”party to such other agreement), through . Without limiting the rights of either party against the other Party party, in no event shall either party or otherwiseany 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-party, whether by or through attempted piercing of the corporate corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Applicable Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any NonThe non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties parties specified above shall be express third-party beneficiaries of this Section 9.139.10.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewithAgreement, by its acceptance of the benefits of this Agreement, the Shareholder each party hereto covenants, acknowledges and Parent each covenant, agree and acknowledge agrees that no Persons Person other than the Parties parties hereto shall have any liabilitiesobligation hereunder and that (a) notwithstanding that any of the parties hereto may be a partnership or limited liability company, obligationsno recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, commitments current or future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the parties hereto, any former, current or future, direct or indirect holder of any equity interests or securities of any of the parties hereto (whether known such holder is a limited or unknown or whether contingent general partner, manager, member, stockholder, securityholder or otherwise) hereunder), and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holdersassignee of any of the parties hereto, controlling personsany former, directorscurrent or future director, officersofficer, employeesemployee, agentsagent, Affiliatesfinancing source, members, managers or general or limited partners partner, manager, management company, member, stockholder, securityholder, Affiliate, controlling Person or representative or assignee of any of either Party the foregoing, or any former, current or future equity holderheir, controlling personexecutor, directoradministrator, officertrustee, employee, general successor or limited partner, member, manager, Affiliate or agent assign of any of the foregoing other than the parties hereto or their respective successors or assignees under the this Agreement (collectivelyany such Person or entity, but not including other than the Parties heretoparties hereto or their respective successors or assignees under this Agreement, each a “Non-Recourse Related Party”), through the other ) or any Related Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf Related Parties of the other Party against any Non-Recourse Party, parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable proceedingProceeding, or by virtue of any statuteapplicable Law; and (b) no personal liability whatsoever will attach to, regulation be imposed on or Lawotherwise incurred by any Related Party of any party hereto or any Related Party of such party’s Related Parties under this Agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of, or otherwise. Without limiting the foregoing, no claim will be brought by reason of such obligations hereunder or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13creation.

Non-Recourse. Notwithstanding anything Except in the case of Company Fraud, all proceedings (whether in contract or in tort, in law or in equity) that may be expressed based upon, arise out of or implied 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 any document or instrument delivered as an inducement to enter into this Agreement), may be made only against the entities that are expressly identified as parties hereto. Except as provided in connection herewith, by its acceptance of the benefits first sentence of this AgreementSection 8.19, the Shareholder each party hereby acknowledges and Parent each covenant, agree and acknowledge agrees that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party it has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”)Seller Affiliate, through the other Party Company, the Stockholders’ Representative or otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of the other Party Purchaser against any Non-Recourse Party, Seller Affiliate by the enforcement of any assessment or by any legal or equitable proceedingaction, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoingotherwise and each party hereto waives and releases all such liabilities, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns claims and obligations against any Non-such Seller Affiliates. Recourse Party that is not otherwise expressly identified as a Party against the Company under this Agreement (subject to this Agreementthe limitations described herein, including Sections 8.03 and no recourse will 8.19) shall be brought or granted against any the sole and exclusive remedy of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or Purchaser and any other Person against the Company or any Seller Affiliate in respect of any losses, liabilities, damages, expenses or obligations arising under, or in connection with, this Agreement or any document, certificate or instrument delivered hereunderin connection herewith or therewith, or the Transactions. The Non-Recourse Parties Purchaser hereby covenants and agrees, on behalf of itself and its Affiliates and representatives, that it and they shall not institute any litigation or bring any other claim arising under, or in connection with, this Agreement or any document, certificate or instrument delivered in connection herewith or therewith, or the Transactions, against the Company or any Seller Affiliate or for claims against the Company under this Agreement subject to the limitations described herein. 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 express third-party beneficiaries liable for any breach of this Section 9.13such provision by any such Affiliate or representative.

Non-Recourse. Notwithstanding anything All claims or causes of action (whether in contract or in tort, in Law or in equity) that may be expressed based upon, arise out of or implied relate to this Agreement or the other transactions contemplated hereby, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby (including any representation or warranty made in or in connection with this Agreement or any certificate, instrument or other document delivered in connection herewith or as an inducement to enter into this Agreement or any such other certificate, instrument or other document delivered in connection herewith, by its acceptance of may be made only following the benefits effectiveness of this Agreement, Agreement and then against the Shareholder and Parent each covenant, agree and acknowledge entities that no Persons other than the are expressly identified as Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under thereto. No Person who is not a named party to this Agreement, Agreement or any claim based on such liabilitiesother certificate, obligationsinstrument or other document delivered in connection herewith, commitments againstincluding any past, and no personal liability shall attach to, the former, current present or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerincorporator, member, managerpartner, Affiliate stockholder, equityholder, Affiliate, agent, attorney or agent representative of any of named party to this Agreement or any such other certificate, instrument or other document delivered in connection herewith nor the foregoing Seller Representative (collectively, but not including the Parties hereto, each a “Non-Recourse PartyParty Affiliates”), through the other Party shall have any liability (whether in contract or otherwisein tort, whether by in Law or through attempted piercing of the corporate veilin equity, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation theory that seeks to impose liability of an entity party against its owners or inaccuracy affiliates) for any obligations or liabilities arising under, in connection with or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in related to this Agreement, any exhibit or schedule hereto, any other document contemplated hereby Agreement or any such other certificate, instrument, opinion, agreement instrument or other document delivered in connection herewith (as the case may be) or for any claim based on, in respect of, or by reason of the other Party this Agreement or any such other Person certificate, instrument or other document delivered hereunder. The in connection herewith (as the case may be) or the negotiation or execution hereof or thereof; and each Party hereto waives and releases all such liabilities, claims and obligations against any such Non-Recourse Parties shall be express thirdParty Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of this Section 9.13provision of this Agreement.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewithAgreement, by its acceptance of the benefits of this Agreement, the Shareholder each party hereto covenants, acknowledges and Parent each covenant, agree and acknowledge agrees that no Persons Person other than the Parties parties hereto shall have any liabilitiesobligation hereunder and that (a) notwithstanding that any of the parties hereto may be a partnership or limited liability company, obligationsno recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, commitments current or future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the parties hereto, any former, current or future, direct or indirect holder of any equity interests or securities of any of the parties hereto (whether known such holder is a limited or unknown or whether contingent general partner, manager, member, stockholder, securityholder or otherwise) hereunder), and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holdersassignee of any of the parties hereto, controlling personsany former, directorscurrent or future director, officersofficer, employeesemployee, agentsagent, Affiliatesfinancing source, members, managers or general or limited partners partner, manager, management company, member, stockholder, securityholder, Affiliate, controlling Person or representative or assignee of any of either Party the foregoing, or any former, current or future equity holderheir, controlling personexecutor, directoradministrator, officertrustee, employee, general successor or limited partner, member, manager, Affiliate or agent assign of any of the foregoing other than the parties hereto or their respective successors or assignees under the this Agreement (collectivelyany such Person or entity, but not including other than the Parties heretoparties hereto or their respective successors or assignees under this Agreement, each a “Non-Recourse Related Party”), through the other ) or any Related Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf Related Parties of the other Party against any Non-Recourse Party, parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable proceedingProceeding, or by virtue of any statuteapplicable Law; and (b) no personal liability whatsoever will attach to, regulation be imposed on or Lawotherwise incurred by any Related Party of any party hereto or any Related Party of such party’s Related Parties under this Agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of, or otherwiseby reason of such obligations hereunder or by their creation. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13[Signature pages follow.]

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewithAgreement, by its acceptance of the benefits of this Agreement, the Shareholder each party hereto covenants, acknowledges and Parent each covenant, agree and acknowledge agrees that no Persons Person other than the Parties parties hereto shall have any liabilitiesobligation hereunder and that (a) notwithstanding that any of the parties hereto may be a partnership or limited liability company, obligationsno recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, commitments current or future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the parties hereto, any former, current or future, direct or indirect holder of any equity interests or securities of any of the parties hereto (whether known such holder is a limited or unknown or whether contingent general partner, manager, member, stockholder, securityholder or otherwise) hereunder), and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holdersassignee of any of the parties hereto, controlling personsany former, directorscurrent or future director, officersofficer, employeesemployee, agentsagent, Affiliatesfinancing source, members, managers or general or limited partners partner, manager, management company, member, stockholder, securityholder, Affiliate, controlling Person or representative or assignee of any of either Party the foregoing, or any former, current or future equity holderheir, controlling personexecutor, directoradministrator, officertrustee, employee, general successor or limited partner, member, manager, Affiliate or agent assign of any of the foregoing other than the parties hereto or their respective successors or assignees under this Agreement (collectivelyany such Person or entity, but not including other than the Parties heretoparties hereto or their respective successors or assignees under this Agreement, each a “Non-Recourse Related Party”), through the other ) or any Related Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf Related Parties of the other Party against any Non-Recourse Party, parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable proceedingProceeding, or by virtue of any statuteapplicable Law; and (b) no personal liability whatsoever will attach to, regulation be imposed on or Lawotherwise incurred by any Related Party of any party hereto or any Related Party of such party’s Related Parties under this Agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of, or otherwise. Without limiting the foregoing, no claim will be brought by reason of such obligations hereunder or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13creation.

Non-Recourse. Notwithstanding anything Except for the liabilities and obligations of the parties to the Confidentiality Agreement, the Debt Commitment Letter, the Rollover Agreements and the Voting Agreements under any of the foregoing Contracts to which they are expressly identified as parties, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in any manner to this Agreement or the Merger, or the negotiation, execution, or performance of this Agreement (including any document representation or instrument delivered warranty made in, in connection herewithwith, by its acceptance of the benefits of or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Shareholder and Parent each covenantPersons that are expressly identified as the parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, agree and acknowledge that no Persons other than the Parties hereto have including any liabilitiescurrent, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current former or future equity holdersincorporator, controlling personsmember, directorspartner, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling personmanager, director, officer, employeestockholder, general equityholder, Affiliate, Representative or limited partnerassignee of, and any financial advisor or lender to, any Contracting Party, or any current, former or future incorporator, member, partner, manager, Affiliate director, officer, stockholder, equityholder, Affiliate, Representative or agent assignee of any of the foregoing and the Financing Parties (collectively, but not including the Parties hereto, each a “Non-Recourse PartyParties”), through shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the Merger or based on, in respect of, or by reason of this Agreement or the Merger or the negotiation, execution, performance, or breach of this Agreement (other Party or otherwisethan, whether by or through attempted piercing in each case, the liabilities and obligations of the corporate veilparties to the Confidentiality Agreement, the Debt Commitment Letters, the Rollover Agreements and the Voting Agreements under any of the foregoing Contracts to which they are expressly identified as parties), and, to the maximum extent permitted by or through a claim by or Applicable Law, each Contracting Party, on behalf of itself and its Affiliates, hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Non-Recourse Party. Without limiting the other foregoing, to the maximum extent permitted by Applicable Law, except as provided in the Confidentiality Agreement, the Debt Commitment Letters, the Rollover Agreements and the Voting Agreements, (i) each Contracting Party against hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impute or extend the liability of a Contracting Party to any Non-Recourse Party, by whether based on statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the enforcement of any assessment or by any legal or equitable proceedingveil, by virtue of any statuteunfairness, regulation or Lawundercapitalization, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or ; and (ii) each Contracting Party disclaims any of its Affiliates or any of their respective successors or permitted assigns against reliance upon any Non-Recourse Party that is not otherwise expressly identified with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as a Party an inducement to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13.

Non-Recourse. Notwithstanding anything All claims or causes of action (whether in contract or in tort, in law or in equity) that may be expressed based upon, arise out of or implied in relate to this Agreement or any document other document, certificate or instrument delivered pursuant hereto, or the negotiation, execution, performance or non-performance of this Agreement or any other document, certificate or instrument delivered pursuant hereto (including any representation or warranty made in or in connection herewithwith this Agreement or any other document, by its acceptance of certificate or instrument delivered pursuant hereto or as an inducement to enter into this Agreement and the benefits of other documents delivered pursuant hereto) may be made only against the Persons that are expressly identified as Parties hereto or thereto. In no event shall any named Party to this Agreement, Agreement or the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties documents delivered pursuant hereto have any liabilities, obligations, commitments (whether known shared or unknown vicarious liability for the actions or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners omissions of any of either other Person (except to the extent set forth therein). No Person who is not a named Party to this Agreement or the other documents delivered pursuant hereto (or a successor or permitted assign to such parties), including without limitation any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerincorporator, member, managerpartner, Affiliate stockholder, Affiliate, agent, attorney or agent representative of any of the foregoing named Party to this Agreement (collectively, but not including the Parties hereto, each a “Non-Recourse PartyParty Affiliates”), through the other Party shall have any Liability (whether in contract or otherwisein tort, whether by in law or through attempted piercing of the corporate veilin equity, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation theory that seeks to impose liability of an entity Party against its owners or inaccuracy affiliates) for any obligations or Liabilities arising under, in connection with or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in related to this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party Agreement or any other Person document, certificate or instrument delivered hereunderpursuant hereto or for any claim based on, in respect of, or by reason of this Agreement or any other document, certificate or instrument delivered pursuant hereto (except to the extent set forth therein) or its negotiation or execution; and each Party hereto or thereto waives and releases all such Liabilities, claims and obligations against any such Non-Party Affiliates. The Parties acknowledge and agree that the Non-Recourse Parties shall be express Party Affiliates are intended third-party beneficiaries of this Section 9.139.8.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document Transaction Document or any document, agreement, or instrument delivered in connection contemporaneously herewith, and notwithstanding the fact that any Party may be a corporation, partnership or limited liability company, each Party, by its acceptance of the benefits of this Agreement, the Shareholder on behalf of itself and Parent each covenantits applicable Non-Party Affiliates (as defined below) covenants, agree agrees and acknowledge acknowledges that no Persons other than the Parties hereto shall have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, obligation hereunder and that each Party it has no right rights of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments hereunder against, and no personal liability shall attach torecourse hereunder or under any Transaction Document or any documents, the formeragreements, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers instruments delivered contemporaneously herewith or general or limited partners in respect of any of either Party oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future equity holder, controlling person, director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, memberstockholder, manager, Affiliate manager or agent member of any of the foregoing (collectivelyforegoing, in each case, acting in such capacities, but not in no case including the Parties hereto(each, each but excluding for the avoidance of doubt, the Parties, a “Non-Recourse PartyParty Affiliate”), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim (whether at law or in equity, in contract or tort, or otherwise) by or on behalf of the other such Party against any Non-Recourse PartyParty Affiliate, by the enforcement of any assessment or by any legal Proceeding, or equitable proceeding, by virtue of any statute, regulation or other applicable Law, or otherwise. Without limiting the foregoing; it being agreed and acknowledged that no personal Liability whatsoever shall attach to, no claim will be brought imposed on, or maintained otherwise be incurred by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party Affiliate, as such, for any obligations of the applicable Party under this Agreement or the Transactions, under any Transaction Document or any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether at law or in equity, in contract or tort, or otherwise) based on, in respect of, or by reason of, such obligations or their creation; provided that the forgoing shall not limit the obligations of any Non-Party Affiliate under any Transaction Document or any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement if such Non-Party Affiliate is not party to such document, agreement or instrument, but only to the extent of the obligations of such Non-Party Affiliate thereunder. Except to the extent otherwise expressly identified as a Party set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, and no recourse will be brought or granted against any the negotiation, execution or performance of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of may only be brought against the other Party or any other Person delivered hereunderentities that are named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. The Each Non-Recourse Parties shall be express Party Affiliate is intended as a third-party beneficiaries beneficiary of this Section 9.1311.19.

Non-Recourse. Notwithstanding anything that This Agreement may only be expressed enforced against, and any Proceeding by any Person based upon, arising out of or implied in related to this Agreement or any document the negotiation, execution or instrument delivered in connection herewith, by its acceptance of the benefits performance of this AgreementAgreement may only be brought against, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach toPurchaser, the formerMerger Sub or the Company and only with respect to the specific obligations set forth herein with respect to the Purchaser, current the Merger Sub or the Company. No past, present or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerincorporator, manager, member, managerpartner, Affiliate shareholder, Affiliate, agent, attorney or agent other Representative of the Purchaser, the Merger Sub or the Company, or any of the foregoing their successors or permitted assigns (collectivelyeach, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party or otherwise, whether by or through attempted piercing will have any Liability for any obligations of the corporate veilPurchaser, the Merger Sub or the Company under this Agreement or any Ancillary Agreement for any claim based on, in respect of or by or through a claim by or on behalf reason of the transactions contemplated hereby. Without limiting the generality of the foregoing, to the maximum extent permitted by applicable Law, (i) each of the parties hereto hereby waives and releases any and all causes of action or Proceedings that may otherwise be brought in equity or at Law, or granted by statute, to avoid or disregard the entity form of a party hereto or otherwise impose Liability or other Party against obligation of any party hereto on any Non-Recourse Party, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the enforcement of any assessment or by any legal or equitable proceedingveil, by virtue of any statuteunfairness, regulation or Lawundercapitalization, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or ; and (ii) each party hereto disclaims any of its Affiliates or any of their respective successors or permitted assigns against reliance upon any Non-Recourse Party that is not otherwise expressly identified with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as a Party an inducement to this Agreement. Notwithstanding the foregoing, nothing in this Section 10.17 shall preclude any party to any Ancillary Agreement from making any claim thereunder, to the extent permitted therein 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 pursuant to the representations, warranties, covenants or agreements of any Party terms thereof (and subject to the applicable limitations set forth or contained in this Agreementtherein). This Section 10.17 is intended to benefit and may be enforced by the Purchaser, any exhibit or schedule heretothe Merger Sub, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Company and each Non-Recourse Parties shall Party (and each such Person will be express third-a third party beneficiaries beneficiary of this Section 9.1310.17).

Non-Recourse. Notwithstanding anything that may be expressed (a) Except with respect to Actions arising under the R&W Insurance Policy or implied in any Ancillary Agreement, this Agreement may only be enforced against, and any Action based upon, arising out of, or any document related to this Agreement, or instrument delivered in connection herewiththe negotiation, by its acceptance of the benefits execution or performance of this Agreement, may only be brought against the Shareholder entities that are expressly named as parties and Parent each covenant, agree signatories hereto and acknowledge that no Persons other than then only with respect to the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, specific obligations set forth herein with respect to such Party. No Person who is not a named party and that each Party has no right of recovery under signatory to this Agreement, or including any claim based on such liabilitiespast, obligations, commitments against, and no personal liability shall attach to, the former, current present or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerincorporator, manager, member, managercurrent or future direct or indirect equityholder, Affiliate controlling person, trustee, partner, stockholder, Affiliate, agent, attorney or agent other representative of the Purchaser (including any Vintage Person (other than the Investor to the extent set forth in the Equity Commitment)), the Debt Financing Sources, their respective Affiliates and any of their Representatives, partners, managers, members or equityholders) or the Seller, of any Affiliate of the foregoing any Party or of any ESL Person, or any of their successors or permitted assigns (collectively, but not including the Parties hereto, each a “Non-Recourse PartyParties”), through shall have any liability for any obligations or liabilities of any Party under this Agreement or for any Action based on, in respect of or by reason of the other Party transactions contemplated hereby, including any alleged nondisclosure or otherwisemisrepresentations made by any such Persons, in each case, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether by sounding in contract or through attempted piercing of the corporate veiltort, by or through a claim by whether at law or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Lawin equity, or otherwise. . (b) Without limiting clause (a) above and without limiting any rights the foregoingPurchaser may have against any Debt Financing Source under the Debt Commitment Letters, no claim will be brought or maintained by Debt Financing Source who is not a party to this Agreement shall have any liability to the Shareholder, Parent Seller or any of its Affiliates for any obligations or liabilities of the Purchaser or for any claim (whether at law or in equity, 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 prejudice to the Seller’s rights in Section 5.10(a), in no event shall the Seller or any of their respective successors its Affiliates (i) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or permitted assigns against seek to recover monetary damages from, any Non-Recourse Party that is not otherwise expressly identified as a Party Debt Financing Source or (ii) seek to this Agreementenforce the Debt Financing or the Debt Commitment Letters against, and no recourse will be brought or granted against make any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or claims for breach or nonperformance of any of the representationsDebt Financing or the Debt Commitment Letters against, warrantiesor seek to recover monetary damages from, covenants or agreements of any Party set forth or contained in this Agreementotherwise ▇▇▇, any exhibit Debt Financing Source for any reason, including in connection with the Debt Financing or schedule hereto, any other document contemplated hereby the Debt Commitment Letters or any certificate, instrument, opinion, agreement or other document the obligations of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13Debt Financing Sources thereunder.

Non-Recourse. Notwithstanding anything that may be expressed or implied to the contrary in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwisea) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments Agreement may only be enforced against, and no personal liability shall attach toany action, dispute, claim, suit or other proceeding for breach of this Agreement may only be made against, the Persons that are expressly identified herein and/or are parties hereto, (b) none of (i) the former, current or and future equity holders, controlling personsAffiliates, directors, officers, managers, employees, agentsadvisors, Affiliatesrepresentatives, shareholders, members, managers managers, partners, successors and assigns of the Investor Members or general or limited partners of any of either Party Affiliate thereof or any former, current or and future equity holder, controlling personAffiliate, director, officer, manager, employee, general or limited partneradvisor, representative, shareholder, member, manager, Affiliate or agent partner, successor and assign of any of the foregoing (collectively, but not including “Investor Related Parties”) or (ii) the Parties heretoformer, each a current and future Affiliates, directors, officers, managers, employees, advisors, representatives, shareholders, members, managers, partners, successors and assigns of the Parent Members or any Affiliate thereof or any former, current and future Affiliate, director, officer, manager, employee, advisor, representative, shareholder, member, manager, partner, successor and assign of any of the foregoing (together with the Investor Related Parties, the “Non-Recourse PartyMember Related Parties”)) shall have any liability for any liabilities or obligations of the parties hereto for any action, dispute, claim, suit or other proceeding (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any representations made or alleged to be made in connection herewith, (c) the Company or any other Member or their respective Affiliates shall have no rights of recovery in respect hereof against any Member Related Party and (d) no personal liability shall attach to any Member Related Party through the other Party Members or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by an action, dispute, claim, suit or on behalf of the other Party against any Non-Recourse Partyproceeding (whether in tort, contract or otherwise), by the enforcement of any assessment judgment, fine or by any legal penalty or equitable proceeding, by virtue of any statute, regulation or other applicable Law, or otherwise. Without limiting ; provided that, for the foregoingavoidance of doubt, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained nothing in this Agreement, any exhibit Section 14.14 shall restrict or schedule hereto, limit the rights or obligations of a Person under any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Transaction Agreement to which such Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13is a party.

Non-Recourse. Notwithstanding anything that This Agreement may only be expressed or implied in this Agreement or any document or instrument delivered in connection herewithenforced against the named parties. All legal proceedings, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilitiesLegal Actions, obligations, commitments losses, damages, claims or causes of action (whether known in contract, in tort, in law or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreementin equity, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party or otherwise, granted by statute whether by or through attempted piercing of the corporate veilcorporate, limited partnership or limited liability company veil or otherwise) that may be based upon, arise under, out or by reason of, be connected with, or through a claim by relate in any manner to (i) this Agreement or on behalf any of the other Party against any Non-Recourse Partyagreements or documents contemplated hereby, by (ii) the enforcement negotiation, execution or performance of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent this Agreement or any of its Affiliates the documents contemplated hereby (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of their respective successors the other agreements or permitted assigns documents contemplated hereby), (iii) any breach or violation of this Agreement (including the failure of any representation and warranty to be true or accurate) or any of the other agreements or documents contemplated hereby, and (iv) any failure of the transactions contemplated by this Agreement or the other agreements or documents contemplated hereby to be consummated, in the case of clauses (i) and (iv), may be made only against any Non-Recourse Party (and are those solely of) the Persons that is not otherwise are expressly identified named as a Party parties to this Agreement, the Parent Voting Agreements, the CVR Agreement, and no recourse will be brought or granted against any of themthe Confidentiality Agreement, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any and then only to the extent of the representations, warranties, covenants or agreements specific obligations of any Party such Persons set forth or contained in this Agreement, the Parent Voting Agreements, the CVR Agreement, or the Confidentiality Agreement, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding any exhibit other provision of this Agreement to the contrary, each Party hereto covenants, agrees and acknowledges that (except to the extent named as a party to this Agreement, the Parent Voting Agreements, the CVR Agreement, or schedule heretothe Confidentiality Agreement, and then only to the extent of the specific obligations of such parties set forth in this Agreement, the Parent Voting Agreements, the CVR Agreement, or the Confidentiality Agreement, as applicable) no recourse under this Agreement, any other related document contemplated hereby or any certificatedocuments or instruments delivered in connection with this Agreement or any related document shall be had against any Company Related Party or Parent Related Party, instrumentwhether in contract, opiniontort, agreement equity, law or other document granted by statute whether by or through attempted piercing of the other Party corporate, limited partnership or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13limited liability company veil or otherwise.

Non-Recourse. Notwithstanding anything that may be expressed Any claim or implied in cause of action based upon, arising out of, or related to this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge may only be brought against Persons that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunderare expressly named as Parties, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, then only with respect to the specific obligations set forth herein. No former, current or future equity holdersdirect or indirect equityholders, controlling personsPersons, stockholders, directors, officers, employees, members, managers, agents, trustees, Affiliates, members, managers or general or limited partners or assignees of any the Parties (except permitted assignees under Section 9.2) or of either Party or any former, current or future equity holderdirect or indirect equityholder, controlling personPerson, stockholder, director, officer, employee, general or limited partner, member, manager, Affiliate agent, trustee, Affiliate, general or agent limited partner or assignee of any of the foregoing (collectively, but not for the avoidance of doubt excluding the Parties) will have any liability or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities of any Party under this Agreement or for any Proceeding based on, in respect of, or by reason of, the transactions contemplated hereunder (including the Parties heretobreach, each a “Non-Recourse Party”termination or failure to consummate any of the transactions contemplated hereunder), through in each case whether based on contract, tort or strict liability, by the other Party enforcement of any assessment, by any legal or otherwiseequitable Proceeding, by virtue of any statute, regulation or applicable Law or otherwise and whether by or through attempted piercing of the corporate or partnership veil, by or through a claim by or on behalf of the other a Party against any Non-Recourse Party, by the enforcement of any assessment hereto or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, another Person or otherwise. Without limiting Notwithstanding anything to the foregoingcontrary contained herein, no claim will be brought none of the Seller Related Parties shall have any rights or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns claims against any Non-Recourse Party that is not otherwise expressly identified as a Party to Debt Financing Source in connection with this Agreement, the Merger Agreement, the Debt Financing or the transactions contemplated hereby or thereby, and no recourse will be brought Debt Financing Source shall have any rights or granted claims against any Party in connection with this Agreement, the Merger Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following consummation of themthe Merger (as defined in the Merger Agreement), by virtue the foregoing will not limit the rights of the parties to the Debt Financing under any commitment letter related thereto. Notwithstanding any other provision herein, no Debt Financing Source nor any Affiliate of any Debt Financing Source, nor any officer, director, employee, agent, controlling person, advisor or based upon other representative of the foregoing or any alleged misrepresentation successor or inaccuracy in or breach or nonperformance permitted assign of any of the representationsforegoing shall be liable for any indirect, warrantiesspecial, covenants punitive or agreements of any Party set forth or contained in this Agreementconsequential damages (including, without limitation, any exhibit loss of profits, business or schedule heretoanticipated savings) in connection with the Financing, the Transactions, or with respect to any other document contemplated hereby or any certificateactivities related to the Financing, instrument, opinion, agreement or other document including the preparation of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13Commitment Letters and the Fee Letters.

Non-Recourse. Notwithstanding anything Except as contemplated by the Sponsor Guaranty and/or Equity Commitment Letter, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or any document or instrument delivered warranty made in, in connection herewithwith, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) a party hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except in the case of claims for fraud and except as contemplated by its acceptance of the benefits Sponsor Guaranty and/or Equity Commitment Letter, this Agreement may only be enforced against, and any claim or Suit based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against a party hereto and then only with respect to the Shareholder specific obligations set forth herein with respect to such party. Except in the case of claims for fraud, except as contemplated by the Sponsor Guaranty and/or Equity Commitment Letter and Parent each covenant, agree except to the extent a named party to this Agreement (and acknowledge that no Persons other than then only to the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right extent of recovery under the specific obligations undertaken by such named party in this Agreement, or no Person who is not a party hereto, including any claim based on such liabilitiescurrent, obligations, commitments against, and no personal liability shall attach to, the former, current former or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerincorporator, member, partner, manager, Affiliate management company, stockholder, equityholder, controlling person, Affiliate, agent, attorney, representative or agent of assignee of, and any financial advisor or lender to, any party, including Debt the Financing sources, or any current, former or future director, officer, employee, incorporator, member, partner, manager, management company, stockholder, equityholder, controlling person, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, but not including the Parties hereto“Nonparty Affiliates”, provided that “Nonparty Affiliates” shall exclude Buyer and Sponsor) shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach, and, to the maximum extent permitted by applicable laws, except as otherwise provided in the Sponsor Guaranty and/or Equity Commitment Letter, each a “Non-Recourse Party”)party hereto hereby waives and releases all such liabilities, through the other Party or otherwiseclaims, whether by or through attempted piercing causes of the corporate veilaction, by or through a claim by or on behalf of the other Party and obligations against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwisesuch Nonparty Affiliates. Without limiting the foregoing, no claim will to the maximum extent permitted by applicable laws, except in the case of claims for fraud, and except to the extent otherwise set forth in, and subject to the terms and conditions of, this Agreement, the Sponsor Guaranty, the Equity Commitment Letter, or the Confidentiality Agreement, (a) each party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be brought available at law or maintained in equity, or granted by statute, to avoid or disregard the Shareholderentity form of a party or otherwise impose liability of a party on any Nonparty Affiliate, Parent whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, and (b) each party hereto disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement; provided, however, that nothing in this Section 10.16 will limit Buyer’s ability to rely on those representations and warranties set forth in Article III (or in any certificate or instrument delivered pursuant to this Agreement). Notwithstanding anything to the contrary herein, but subject to clause (ii) of its Affiliates or the immediately following sentence of this Section 10.16, none of the parties hereto, nor any of their respective successors Affiliates, shall have any rights, claims or permitted assigns causes of action against any Non-Recourse Party that is not otherwise expressly identified as a Party to Debt Financing source or their respective Nonparty Affiliates in connection with the Debt Financing, this Agreement or the transactions contemplated by this Agreement, whether at law or in equity, in contract, in tort or otherwise, and no recourse will be brought or granted against any such claims, rights and causes of themaction are disclaimed and released in full. Notwithstanding the foregoing, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of (i) the representationsNonparty Affiliates, warrantiesincluding the Debt Financing Sources, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-third party beneficiaries of this Section 9.1310.16, each of whom may enforce the provisions of this Section 10.16, and (ii) nothing in this Section 10.16 shall in (x) in any way limit or modify any Debt Financing sources’ (including each Debt Financing source’s Affiliates and its and its Affiliates’ respective officers, directors, employees, agents and representatives) obligations to Buyer or its Affiliates under the Debt Commitment Letter or (y) impair any rights, claims or causes of action of the Buyer and its Affiliates in respect of the Debt Commitment Letter. Notwithstanding the foregoing, this Section 10.16 shall be subject to the last sentence of Section 6.2.

Non-Recourse. Notwithstanding anything All claims, obligations, Liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with or relate in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under manner to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim based on such liabilitiesrepresentation or warranty made in, obligationsin connection with or as an inducement to this Agreement), commitments againstmay be made only against (and are those solely of) the Parties to this Agreement. No Person who is not a Party to this Agreement, and no personal liability shall attach toincluding any current, the former, current former or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers Representative or general or limited partners Affiliate of any of either Party Party, or any formercurrent, current former or future equity holder, controlling person, director, officer, employee, general Representative or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse PartyParty Affiliates”), through shall have any Liability (whether in contract or in tort, in Law or in equity, or granted by statute) for any claims, obligations, Liabilities or causes of action arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach, and, to the other maximum extent permitted by Law, each Party or otherwisehereby waives and releases all such claims, whether by or through attempted piercing obligations, Liabilities and causes of the corporate veil, by or through a claim by or on behalf of the other Party action against any such Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwiseParty Affiliates. Without limiting the foregoing, no claim will to the maximum extent permitted by Law, (a) each Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be brought available at Law or maintained in equity, or granted by statute, to avoid or disregard the Shareholder, Parent entity form of a Party or any otherwise impose liability of its Affiliates or any of their respective successors or permitted assigns against a Party on any Non-Recourse Party that is not otherwise expressly identified Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, under-capitalization or otherwise, and (b) each Party disclaims any reliance upon any Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with or as a Party an inducement to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Each Non-Recourse Parties shall Party Affiliate is intended to be an express third-party beneficiaries beneficiary of this Section 9.1310.2 and may specifically enforce its terms.

Non-Recourse. Notwithstanding anything that may be expressed All claims or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance causes of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments Litigation (whether known in Contract or unknown in tort, in law or whether contingent in equity or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party granted by statute or otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf any other theory or doctrine, including alter ego or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement, any other Party against any Non-Recourse Party, by the enforcement of any assessment Transaction Document or as an inducement to enter into this Agreement or such other Transaction Document) may be made by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting party hereto only against the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party Persons that is not otherwise are expressly identified as parties hereto or thereto. In no event shall any named party to this Agreement have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a Party named party to this Agreement, and no recourse will be brought including any former, current or future director, officer, employee, incorporator, member, partner, shareholder, optionholder, warrantholder, member, Affiliate, agent, attorney or other Representative of any named party to this Agreement that is not itself a named party to the Transaction Documents (“Non-Party Affiliates”), shall have any Liability (whether in Contract or in tort, in law or in equity or otherwise, or granted against any of themby statute or otherwise, whether by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any through attempted piercing of the representationscorporate, warranties, covenants limited partnership or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party limited liability company veil or any other Person delivered hereundertheory or doctrine, including alter ego or otherwise) to any party to this Agreement for any obligations or Liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Recourse Parties shall be express Party Affiliates are intended third-party beneficiaries of this Section 9.13‎9.13. Notwithstanding anything to the contrary contained herein, nothing in this Section ‎9.13 shall in any way limit or modify the rights and obligations of Parent, Merger Sub, Guarantor or the Company under this Agreement.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the parties hereto may be partnerships, limited liability companies, corporations or other entities, each Holder covenants, agrees and acknowledges that any claims or causes of action (whether in contract, tort or otherwise) under or that may be based upon, arise out of or relate to this Agreement, any documents or instruments delivered by any Person pursuant hereto, or the negotiation, execution or performance hereof or thereof (including any representation or warranty made in or in connection with or as an inducement to enter into this Agreement or such documents and instruments), may be made only against the Persons that are expressly identified as parties hereto, and no former, current or future, direct or indirect, equity holder, controlling Person, general or limited partner, stockholder, member, manager, director, officer, employee, agent, consultant, attorney, financing source, advisor, Affiliate, portfolio company in which any such party or any of its investment fund Affiliates have made a debt or equity investment (and vice versa), or other representative of Parent or any Sponsor or their respective Affiliates, successors or permitted assigns (including any Person negotiating or executing this Agreement on behalf of a party hereto) (each, a “Related Party” and collectively, the “Related Parties”), unless a party to this Agreement, shall have any liability or obligation with respect to this Agreement, any document or instrument delivered pursuant hereto, or with respect any claim or cause of action (whether in contract, tort or otherwise) that may arise out of or relate to this Agreement any document or instrument delivered pursuant hereto, or the negotiation, execution or performance of this Agreement or any document or instrument delivered pursuant hereto (including any representation or warranty made in or in connection herewith, by its acceptance of the benefits of with or as an inducement to enter into this Agreement, the Shareholder Agreement or such documents and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”instruments), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by in connection with the enforcement of any assessment or by with any legal or equitable proceeding, or by virtue of any statute, regulation or Law, applicable law or otherwise. Without limiting the foregoing, it being expressly agreed and acknowledged that no claim will personal liability whatsoever shall attach to, be brought imposed on or maintained otherwise be incurred by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representationsRelated Parties, warrantiesas such, covenants for any obligation or agreements liability of any Party set forth the Company or contained in Parent under this Agreement, any exhibit or schedule hereto, any other document contemplated hereby Agreement or any certificatedocuments or instruments delivered in connection herewith for any claim based on, instrument, opinion, agreement in respect of or other document by reason of the other Party such obligations or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13liabilities or their creation.

Non-Recourse. Notwithstanding anything (a) Anything that may be expressed or implied in this Agreement notwithstanding, each of the parties hereto covenants, acknowledges and agrees that no person other than the parties to this Agreement shall have any liability or obligation hereunder and that, (i) the fact that any document Affiliate of any of the parties to this Agreement may be a partnership or instrument limited liability company notwithstanding, no recourse hereunder or under any documents or instruments delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability herewith shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or be had against any former, current or future equity holder, controlling person, direct or indirect director, officer, employee, general or limited agent, partner, manager, member, managersecurityholder, Affiliate Affiliate, stockholder, controlling Person, assignee or agent representative of the parties hereto under this Agreement or under the Merger Agreement (any such person or entity, other than the parties to this Agreement, or their assignees under this Agreement or the Merger Agreement, a “Related Party”) or any Related Party of any of such parties’ Related Parties (including, without limitation, in respect of any liabilities or obligations arising under, or in connection with, any claim, including, without limitation, any claim of breach of a party’s obligations under the foregoing (collectively, but not including Merger Agreement and the Parties hereto, each a “Non-Recourse Party”), through transactions contemplated thereby or under this Agreement and the other Party or otherwise, transactions contemplated hereby) whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, and (ii) no personal liability whatsoever will attach to, be imposed on or otherwise. Without limiting otherwise incurred by any Related Party of any of the foregoingparties to this Agreement or any Related Party of any of such parties’ Related Parties under this Agreement or for any claim based on, no claim will be brought in respect of, or maintained by reason of the transactions contemplated hereby or contemplated by the ShareholderMerger Agreement, Parent or by the creation of such transactions. Nothing in this Agreement, express or implied, is intended to or shall confer upon any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party person, other than the parties to this Agreement, and no recourse will be brought any right, benefit or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance remedy of any nature whatsoever under or by reason of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13.

Non-Recourse. Notwithstanding anything that may be expressed (a) Each of the following is herein referred to as a “Parent Non-Recourse Party”: Each of the Affiliates of each Company Shareholder, the Stonepeak Funds, each of their respective present, former and future partners, members, equityholders and Representatives, and each of the Affiliates and present, former and future partners, members, equityholders and Representatives of any of the foregoing, and each of their respective heirs, executors, administrators, successors and assigns (with respect to Stonepeak, “Affiliates” for purposes of the definition of “Parent Non-Recourse Party” to include the portfolio companies of investment funds advised or implied in this Agreement managed by an equity investor or any document of its respective controlled Affiliates); provided, however, that the term “Parent Non-Recourse Party” expressly excludes the Company Shareholders. No Parent Non-Recourse Party shall have any liability or instrument delivered obligation to Parent, Merger Sub or their Affiliates of any nature whatsoever in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known with or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or the transactions contemplated hereby, and Parent and Merger Sub hereby waive and release all claims of any claim based on such liabilities, obligations, commitments liability and obligation. This Agreement may only be enforced against, and no personal liability shall attach toany dispute, controversy, matter or claim based on, related to or arising out of this Agreement, or the negotiation, performance or consummation of this Agreement, may only be brought against, the formerentities that are expressly named as parties, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any and then only with respect to the specific obligations set forth herein with respect to such party. (b) Each of the foregoing (collectively, but not including the Parties hereto, each following is herein referred to as a “Company Non-Recourse Party”), through the other Party or otherwise, whether by or through attempted piercing : Each of the corporate veilAffiliates of Parent, by or through a claim by or on behalf each of their respective present, former and future partners, members, equityholders and Representatives, and each of the other Party against any Non-Recourse PartyAffiliates and present, by the enforcement former and future partners, members, equityholders and Representatives of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any and each of their respective heirs, executors, administrators, successors or permitted assigns against any and assigns. No Company Non-Recourse Party that is not otherwise expressly identified as a Party shall have any liability or obligation to the Company or the Company Shareholders of any nature whatsoever in connection with or under this Agreement, or the transactions contemplated hereby, 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 the Company and each Company Shareholder hereby waive and release all claims of any such liability and obligation. This Agreement may only be enforced against, and any dispute, controversy, matter or claim based on, related to or arising out of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule heretothe negotiation, any other document contemplated hereby performance or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries consummation of this Section 9.13Agreement, may only be brought against, the entities that are expressly named as parties, and then only with respect to the specific obligations set forth herein with respect to such party.

Non-Recourse. Notwithstanding anything Anything that may be expressed or implied in this Agreement notwithstanding, each of the parties hereto covenants, acknowledges and agrees that no person other than the parties to this Agreement shall have any liability or obligation hereunder and that, (i) the fact that any document affiliate of any of the parties to this Agreement may be a limited liability company notwithstanding, no recourse hereunder or instrument under any documents or instruments delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability herewith shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or be had against any former, current or future equity holder, controlling person, direct or indirect director, officer, employee, general or limited agent, partner, manager, member, managersecurityholder, Affiliate affiliate, stockholder, controlling person, assignee or agent representative of the parties hereto under this Agreement or under the Merger Agreement (any such person or entity, other than the parties to this Agreement, or their assignees under this Agreement or the Merger Agreement, a “Related Party”) or any Related Party of any of such parties’ Related Parties (including, without limitation, in respect of any liabilities or obligations arising under, or in connection with, any claim, including, without limitation, any claim of breach of a party’s obligations under the foregoing (collectively, but not including Merger Agreement and the Parties hereto, each a “Non-Recourse Party”), through transactions contemplated thereby or under this Agreement and the other Party or otherwise, transactions contemplated hereby) whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or Lawother applicable law and (ii) no personal liability whatsoever will attach to, be imposed on or otherwise incurred by any Related Party of any of the parties to this Agreement or any Related Party of any of such parties’ Related Parties under this Agreement or for any claim based on, in respect of, or otherwise. Without limiting by reason of the foregoing, no claim will be brought transactions contemplated hereby or maintained contemplated by the ShareholderMerger Agreement, Parent or by the creation of such transactions. Nothing in this Agreement, express or implied, is intended to or shall confer upon any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party person, other than the parties to this Agreement, and no recourse will be brought any right, benefit or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance remedy of any nature whatsoever under or by reason of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13.

Non-Recourse. Notwithstanding anything This Agreement may only be enforced against, and any Action that may be expressed based upon, in respect of, arise under, out of or implied by reason of, be connected with or relate in any manner to this Agreement Agreement, or any document the negotiation, execution, performance or instrument delivered in connection herewithbreach, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenantincluding, agree and acknowledge that no Persons other than the Parties hereto any representation or warranty made or alleged to have any liabilitiesbeen made in, obligations, commitments (whether known in connection with or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be made or asserted against (and are expressly limited to) the formerPersons that are expressly identified as parties hereto in the preamble to and signature pages of this Agreement and solely in their capacities as such and against Guarantor as provided in the Guarantee. No Person who is not a party hereto (including, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or (a) any former, current or future direct or indirect equity holder, controlling personPerson, management company, incorporator, member, partner, manager, director, officer, employee, general agent, Affiliate, assignee, attorney or limited partnerrepresentative of, memberand any financial advisor or lender to (all above-described Persons in this sub-clause (a), managercollectively, “Affiliated Persons”) a party hereto or any Affiliate of such party, and (b) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto and the Guarantor (the Persons in sub-clauses (a) and (b), together with their respective successors, assigns, heirs, executors or agent of any of the foregoing (administrators, collectively, but not including specifically excluding the Parties heretoparties hereto and the Guarantor and any Acquiring Person (as defined in the Guarantee), each a “Non-Recourse PartyParties”)) will have any liability whatsoever in respect of, through the other Party based upon or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement arising out of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwiseRecourse Theory under this Agreement. Without limiting the foregoingrights of any party hereto against the other parties hereto as set forth herein, in no claim event will be brought or maintained by the Shareholderany party hereto, Parent or any of its Affiliates or any Person claiming by, through or on behalf of their respective successors or permitted assigns any of them institute any Action under any Recourse Theory against any Non-Recourse Party that is not otherwise expressly identified as a Party Party. Notwithstanding anything to the contrary in this AgreementSection 10.11, and no recourse will nothing herein shall be brought deemed to limit any liabilities or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any other obligations of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby Guarantor or any certificate, instrument, opinion, agreement or other document of Acquiring Person under the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13Guarantee.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document document, agreement, or instrument delivered in connection contemporaneously herewith, and notwithstanding the fact that any party may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this AgreementAgreement and the other Transaction Documents, the Shareholder covenants, agrees and Parent each covenant, agree and acknowledge acknowledges that no Persons other than the Parties hereto parties shall have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, obligation hereunder and that each Party it has no right rights of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments hereunder against, and no personal liability shall attach torecourse hereunder or under any documents, the formeragreements, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers instruments delivered contemporaneously herewith or general or limited partners in respect of any of either Party oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future equity holder, controlling person, director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, memberstockholder, manager, Affiliate manager or agent member of any of the foregoing (collectivelyforegoing, but in each case not including the Parties hereto, each a “Non-Recourse Party”), through the other Party or otherwiseparties, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of the other Party such party against any Non-Recourse Partysuch Persons and entities, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or Lawother applicable law, or otherwise. Without limiting ; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any such Persons, as such, for any obligations of the foregoingapplicable party under this Agreement or the transactions contemplated hereby, no claim will be brought under any documents or maintained by the Shareholderinstruments delivered contemporaneously herewith, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding anything in the Transaction Documents to the contrary, the liability of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties Investors shall be express third-party beneficiaries of this Section 9.13several, not joint.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, any Ancillary Agreement or any document document, certificate or instrument delivered in connection herewithherewith or therewith, by its acceptance of the benefits of this Agreement, the Shareholder each party hereby acknowledges and Parent each covenant, agree and acknowledge agrees that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party it has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling personsdirect or indirect equityholders, directors, officers, employees, incorporators, agents, attorneys, representatives, Affiliates, members, managers or managers, general or limited partners or assignees of any of either Party the Seller or any former, current or future equity holder, controlling persondirect or indirect equityholder, director, officer, employee, incorporator, agent, attorney, representative, general or limited partner, member, manager, Affiliate Affiliate, agent, assignee or agent representative of any of the foregoing (collectively, but not including the Parties heretoSeller, each a the “Non-Recourse PartySeller Affiliates”), through the other Party Seller or otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of the Buyer against the Seller or Seller Affiliate by the enforcement of any assessment or by any legal or equitable Litigation, by virtue of any Law, or otherwise, except for the Buyer’s rights to recover from the Seller (but not any of the Seller Affiliates) under and to the extent provided for in this Agreement or any Ancillary Agreement, subject to the limitations described herein. Recourse against either the Seller or Buyer under this Agreement (subject to the limitations described herein) shall be the sole and exclusive remedy of the Buyer and any other Person against the Seller or any Seller Affiliate in respect of any Losses, liabilities or obligations arising under, or in connection with, this Agreement, any Ancillary Agreement or any document, certificate or instrument delivered in connection herewith or therewith, or the transactions contemplated hereby or thereby. The Buyer hereby covenants and agrees, on behalf of itself and its Affiliates and Representatives, that it and they shall not institute, and it and they shall cause their respective Affiliates not to institute, any Litigation or bring any other claim arising under, or in connection with, this Agreement, any Ancillary Agreement or any document, certificate or instrument delivered in connection herewith or therewith, or the transactions contemplated hereby or thereby against the Seller or any Seller Affiliates except for claims against the Seller under this Agreement or any Ancillary Agreement subject to the limitations described herein. Notwithstanding anything that may be expressed or implied in this Agreement to the contrary, the Seller agrees and acknowledges, both for itself, its Affiliates (that, prior to Closing, include the Purchased Companies) and each of their respective stockholders, partners, members, directors, officers, employees, control persons and agents (the “Seller Related Parties”), that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had by any Seller Related Party against any Non-Recourse PartyFinancing Source (in their capacities as such), in any case whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no liability whatsoever shall attach to, be imposed on or otherwise. Without limiting otherwise be incurred by any Financing Source (in their capacities as such) for any obligation of the foregoing, no claim will be brought or maintained by the Shareholder, Parent Buyer under this Agreement or any of its Affiliates documents or instruments delivered in connection with this Agreement for any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreementclaim based on, and no recourse will be brought or granted against any of them, by virtue in respect of or based upon any alleged misrepresentation by reason of such obligations or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of their creation (it being understood that this Section 9.1311.15 shall not limit any rights the Seller may have against the Buyer).

Non-Recourse. Notwithstanding anything Except to the extent otherwise set forth in any Equity Commitment Letter and the Confidentiality Agreement, all Liabilities or Actions (whether in contract or in tort, in law or in equity, or granted by statute) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any claim based on representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such liabilitiesrepresentations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement. No Person who is not a party to this Agreement, obligationsincluding any past, commitments againstpresent or future equityholder, Affiliate, Representative or assignee of, and no personal liability shall attach any financial advisor or lender to, the formerany party, current or any past, present or future equity holdersequityholder, controlling personsAffiliate, directorsRepresentative or assignee of, officersand any financial advisor or lender to, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse PartyNonparty Affiliates”), through shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any Liabilities or Actions arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in any Equity Commitment Letter and the other Party Confidentiality Agreement), and, to the maximum extent permitted by Law, each party hereto hereby waives and releases all such Liabilities or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party Actions against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwisesuch Nonparty Affiliates. Without limiting the foregoing, no claim will be brought or maintained to the maximum extent permitted by Law, except to the Shareholderextent otherwise set forth in any Equity Commitment Letter and the Confidentiality Agreement, Parent each party hereto disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any of its Affiliates representation or any of their respective successors warranty made in, in connection with, or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to an inducement to, this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13.[Signature Page Follows]

Non-Recourse. Notwithstanding anything This Agreement may only be enforced against the named Parties hereto (subject to the terms, conditions and other limitations set forth herein), and (i) all claims or causes of action that may be expressed based upon, arise out of or implied relate to this Agreement or the negotiation, execution or performance of this Agreement may only be made against the Persons that are expressly identified as the Parties hereto, (ii) except as provided in any Tender and Support Agreement, no past, present or future director, manager, officer, employee, incorporator, member general partner, limited partner, equityholder, trustee, Affiliate, agent attorney or other Representative of any party thereto (including any person negotiating or executing this Agreement on behalf of a party thereto) shall have any liability or obligation with respect to this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits other Transaction documents or with respect to any claim or cause of action that may arise out of or relate to this Agreement or any of the other Transaction documents, or the negotiation, execution or performance of this AgreementAgreement and (iii) in no event will the Company seek or obtain, nor will it permit any of its Representatives to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Person who is not a party hereto, including the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunderSponsor, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the all former, current or future equity holdersdirect or indirect equityholders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or managers, management companies, general or limited partners partners, assignees or Affiliates of Sponsor, Parent or Merger Sub and any of either Party or any and all former, current or future equity holderdirect or indirect equityholders, controlling personpersons, directordirectors, officerofficers, employeeemployees, agents, members, managers, management companies, general or limited partnerpartners, member, manager, Affiliate assignees or agent Affiliates of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought and any and all former, current or maintained by the Shareholderfuture heirs, Parent or any of its Affiliates or any of their respective executors, administrators, trustees, successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representationsforegoing, warrantieswith respect to this Agreement or the Transactions (including any breach by Parent or Merger Sub), covenants or agreements the termination of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby the failure to consummate the Transactions or any certificateclaims or actions under applicable Law arising out of any such breach, instrumenttermination or failure, opinionexcept, agreement in each case, for claims that the Company, Parent or other document of Merger Sub, as applicable, may assert: (A) against any Person that is party to, and solely pursuant to the other Party terms and conditions of, the Confidentiality Agreement or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries Tender and Support Agreement; (B) against Parent or Merger Sub pursuant to this Agreement; and (C) against the Sponsor pursuant to the Equity Commitment Letter for specific performance of this Section 9.13its obligation to fund the Financing in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter.

Non-Recourse. Notwithstanding anything This Agreement may only be enforced against, and any Action that may be expressed based upon, in respect of, arise under, out of or implied by reason of, be connected with, or relate in any manner to this Agreement Agreement, or any document the negotiation, execution, performance or instrument delivered in connection herewithbreach (whether willful, by its acceptance of the benefits intentional, unintentional or otherwise), of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto including any representation or warranty made or alleged to have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreementbeen made in connection with, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be made or asserted against (and are expressly limited to) the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners Persons that are expressly identified as the parties hereto in the preamble to and signature pages of any of either Party or this Agreement and solely in their capacities as such. No Person who is not a party hereto (including (a) any former, current or future direct or indirect equity holder, controlling personPerson, management company, incorporator, member, general or limited partner, manager, director, officer, employee, general agent, Affiliate, attorney or limited partnerrepresentative of, memberand any financial advisor or lender to (all above-described Persons in this subclause (a), managercollectively, “Affiliated Persons”) a party hereto or any Affiliate of such party, and (b) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto (the Persons in subclauses (a) and (b), together with their respective successors, assigns, heirs, executors or agent of any of the foregoing (administrators, collectively, but not including specifically excluding the Parties parties hereto, each a “Non-Recourse PartyParties”)) shall have any liability whatsoever in respect of, through the other Party based upon or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement arising out of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwiseRecourse Theory. Without limiting the foregoingrights of any party hereto against the other parties hereto as set forth herein, in no claim will be brought or maintained by the Shareholderevent shall any party hereto, Parent or any of its Affiliates or any Person claiming by, through or on behalf of their respective successors or permitted assigns any of them institute any Action under any Recourse Theory against any Non-Recourse Party that is not otherwise expressly identified as a Party to Party. Notwithstanding the foregoing, nothing in this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance Section 13.17 shall limit the rights of any of the representationsBuyer Indemnified Party pursuant to Article 11, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this including its right to receive payment pursuant to Section 9.1311.5.

Non-Recourse. Notwithstanding anything This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding (whether in contract or in tort, in Law or in equity) that may be expressed based upon, arise out of, or implied in relate to this Agreement or any document other Transaction Agreement or instrument delivered in connection herewiththe Transactions, by its acceptance or the negotiation, execution or performance of this Agreement or the benefits other Transaction Agreements, may only be brought under such agreement against the Persons that have signed such agreements, and then only with respect to the specific terms of such agreements with respect to such Persons. No Person who is not a named party to this Agreement, the Shareholder and Parent each covenantincluding any past, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current present or future equity holdersdirector, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, directormanager, officer, employee, general or limited partnerincorporator, member, managerpartner, equityholder, agent, attorney, advisor, representative or Affiliate or agent (“Non- Party Affiliates”) of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party named party to this Agreement, and no recourse will be brought have any liability (whether in contract or granted against any of themin tort, by virtue of in law or in equity, or based upon any alleged misrepresentation theory that seeks to impose liability of an entity party against its owners or inaccuracy in Affiliates) for any one or breach or nonperformance of any more of the representations, warranties, covenants covenants, agreements or agreements other obligations or liabilities of any one or more of the named parties to this Agreement (whether for indemnification or otherwise) of or for any claim based on, arising out of or related to this Agreement or the negotiation or execution hereof; and each Party set forth or contained in this waives and releases all such liabilities, claims and obligations against such Non-Party Affiliates. No Person who is not a named party to any given Transaction Agreement, including any exhibit Non-Party Affiliate of any named party to a given Transaction Agreement, will have any liability (whether in contract or schedule heretoin tort, in law or in equity, or based upon any other document contemplated hereby theory that seeks to impose liability of an entity party against its owners or Affiliates) for any certificateone or more of the representations, instrumentwarranties, opinioncovenants, agreement agreements or other document obligations or liabilities of any one or more of the other named parties to such Transaction Agreement (whether for indemnification or otherwise) of or for any claim based on, arising out of or related to such Transaction Agreement or the negotiation or execution thereof; and each Party or any other Person delivered hereunder. The waives and releases all such liabilities, claims and obligations against such Non-Recourse Parties shall be express third-Party Affiliates. Non- Party Affiliates of the named parties to this Agreement and the Transaction Agreements are expressly intended as third party beneficiaries of this Section 9.13provision of this Agreement.

Non-Recourse. Notwithstanding anything Anything herein or in any other Financing Document to the contrary notwithstanding, the obligations of the Loan Parties under this Agreement and each other Financing Document to which each Loan Party is a party, and any certificate, notice, instrument or document delivered pursuant hereto or thereto, are obligations solely of such Loan Party and do not constitute a debt, liability or obligation of (and no recourse shall be made with respect to) any of their respective Affiliates (including Sponsor and its Affiliates, other than Borrower), or any shareholder, partner, member, officer, director or employee of the Loan Parties or such Affiliates (collectively, the “Non-Recourse Parties”), except that may be expressed the foregoing shall not limit the obligations or implied liabilities of any Non-Recourse Party under any Financing Document to which such Non-Recourse Party is a party. No action under or in connection with this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent other Financing Document to which each covenant, agree and acknowledge that no Persons other than the Parties hereto have Loan Party is a party shall be brought against any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through and no judgment for any deficiency upon the other Party obligations hereunder or otherwise, whether thereunder shall be obtainable by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other any Secured Party against any Non-Recourse Party, by except that the enforcement foregoing shall not limit the obligations or liabilities of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that under any Financing Document to which such Non-Recourse Party is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of party. Notwithstanding any of the representationsforegoing, warranties, covenants or agreements of any Party set forth or it is expressly understood and agreed that nothing contained in this AgreementSection 9.14 shall in any manner or way (i) restrict the remedies available to any Agent or any Lender to realize upon the Collateral or under any Financing Document, (ii) constitute, or be deemed to be, a release of the obligations secured by (or impair the enforceability of) the Liens and security interests and possessory rights created by or arising from any Financing Document, (iii) release, or be deemed to release, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall Party from liability for its own willful misrepresentation, fraudulent actions, gross negligence or willful misconduct or from any of its obligations or liabilities under any Financing Document to which such Non-Recourse Party is a party or (iv) release, or be express third-party beneficiaries of this deemed to release, Pledgor from its obligations under the Pledge Agreement, the Board Observer Agreement or Section 9.13.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, any Ancillary Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder except for Fraud actually committed (either by action, inaction or omission) by a party hereunder, each Buyer covenants, agrees and Parent each covenant, agree and acknowledge acknowledges that no Persons other than the Parties hereto Sellers have any liabilitiesLiabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that, notwithstanding that each Party the Sellers or their respective general partners may be partnerships or limited companies, such Buyer has no right of recovery under this Agreement, or any claim based on such liabilitiesLiabilities, obligations, commitments against, and no personal liability Liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party the Sellers or any former, current or future equity holderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties heretoSellers, each each, a “Non-Recourse Party”), through the other Party Sellers or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party any Company against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, by virtue of any statute, regulation or Law, Law or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent any Buyer or any of its their Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party party hereto set forth or contained in this Agreement, any Ancillary Agreement, any exhibit or schedule heretothereto, any other document contemplated hereby or thereby or any certificate, instrument, opinion, agreement or other document of the other Party Sellers, the Companies or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13hereunder or thereunder.

Non-Recourse. Notwithstanding anything that This Agreement may only be expressed enforced against, and any claim or implied cause of action (whether in contract or tort, in law or in equity) based upon, arising out of, or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or the negotiation, execution, performance or non-performance of this Agreement or any document Ancillary Document (including any representation or instrument delivered warranty made in or in connection herewith, by its acceptance of with this Agreement or the benefits of this AgreementAncillary Documents) may only be brought against, the Shareholder and Parent each covenantentities that are expressly named as parties hereto or thereto, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunderas applicable, and that each Party has no right of recovery under this Agreement, or any claim based on then only with respect to the specific obligations set forth herein and therein with respect to such liabilities, obligations, commitments againstparty, and no personal liability shall attach tosubject to the limitations contained herein and therein (as applicable). No Person, the formerincluding any past, current present or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerincorporator, member, managerpartner, Affiliate shareholder, Affiliate, agent, attorney, advisor or agent representative of any of the foregoing named party to this Agreement or such Ancillary Document (collectively, but not including the Parties hereto, each a “Non-Recourse PartyParty Affiliates”), through the other Party shall have any Liability (whether in contract, tort, equity or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation theory that seeks to impose liability of an entity party against its owners or inaccuracy in Affiliates) for any one or breach or nonperformance of any more of the representations, warranties, covenants covenants, agreements or agreements other obligations or liabilities of any Party set forth one or contained in more of parties under this Agreement, any exhibit Ancillary Document or schedule heretoany (whether for indemnification or otherwise) of or for any claim based on, arising out of, or related to this Agreement, any other document Ancillary Document or any of the transactions contemplated hereby or any certificate, instrument, opinion, agreement thereby except to the extent expressly set forth in this Agreement or other document of the other Party or any other Person delivered hereunderAncillary Documents. The Parties acknowledge and agree that the Non-Recourse Parties shall be express Party Affiliates are intended third-party beneficiaries of this Section 9.1311.16.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance execution hereof, each of the benefits Parties covenants, agrees and acknowledges it has no, and no other Person has any, rights of recovery whatsoever under this AgreementAgreement against, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have or any liabilities, obligations, commitments claim (whether known or unknown or whether contingent in tort, contract or otherwise) hereunderbased on, and that each Party has no right of recovery in respect of, or by reason of, any transaction under or in connection with this Agreement, or in respect of any claim based on such liabilitiesrepresentations (whether written or oral) made or alleged to be made in connection herewith, obligations, commitments against, and no personal liability whatsoever shall attach to, the be imposed upon or be incurred by, any former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates, members, managers or general or limited partners of any of either Party the Parties or any former, current or future equity holderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisors, representatives, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the other such Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other such Party or otherwise against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise. Without limiting , in each case, other than rights of recovery and claim that a Party has (a) against another Party (or its successors or assigns, including the foregoingLiquidating Entity) pursuant to the terms of this Agreement, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party agreement entered into pursuant to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of including the representations, warranties, covenants or agreements of any Party set forth or contained in this Contribution Agreement, any exhibit or schedule heretoPurchase Agreement and the Transition Services Agreement, (b) from Guarantor (but not any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Party) under the Guarantee, and (c) in respect of the Confidentiality Agreement or the Access Agreement (the claims described in clauses (a), (b), and (c), the “Non-Prohibited Claims”). Each of the Parties hereby covenants and agrees that it shall be express thirdnot institute, and it shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, this Agreement or the transactions contemplated thereby, except for Non-party beneficiaries of this Section 9.13Prohibited Claims.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, any Ancillary Agreement or any document document, certificate or instrument delivered in connection herewithherewith or therewith, by each party hereto hereby acknowledges and agrees, on behalf of itself and its acceptance of the benefits of this AgreementNon-Recourse Parties, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party it has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach toto any other party to this Agreement, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party Shareholder or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”)Party of the foregoing, through the other Party any such Person or otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of Parent against any other party to this Agreement, the other Party against Shareholder, the Shareholder Representative or any Non-Recourse PartyParty of the foregoing, on the one hand, or by or on behalf of the Company or the Shareholder or any Non-Recourse Party of the foregoing, on the other hand, by the enforcement of any assessment or by any legal or equitable proceedingLitigation, by virtue of any statute, regulation or Law, or otherwise. Without limiting , except for (a) claims against any Person that is identified as a party to this Agreement (but not the foregoing, no claim will be brought or maintained by the Shareholder, Parent Shareholder or any Non-Recourse Party of its Affiliates the Shareholder or any Non-Recourse Party of any party to this Agreement) under and to the extent expressly provided for in this Agreement, subject to the limitations set forth herein, (b) claims against any Person identified as a party to an Ancillary Agreement (but not any Non-Recourse Party of such Person) under and to the extent expressly provided in such Ancillary Agreement, subject to the limitations set forth herein and therein, (c) claims under and to the extent expressly permitted pursuant to Section 9.5, subject to the limitations set forth therein and (d) [***] (the foregoing (a) through (d), the “Permitted Claims”). The Permitted Claims shall be the sole and exclusive remedy of Parent, Merger Sub, the Company, each Purchased Company, the Shareholder and any Non-Recourse Party of the foregoing against any other such Person or any of their respective successors Non-Recourse Parties or permitted assigns any other Person, in each case, in respect of any Losses or other Liabilities arising under, related to, or in connection with, this Agreement, any Ancillary Agreement or any document, certificate or instrument delivered in connection herewith or therewith, or the transactions contemplated hereby or thereby. Each party hereto hereby acknowledges, agrees and covenants, on behalf of itself and its Non-Recourse Parties and Representatives, that it and they shall not institute, and it and they shall cause their respective Affiliates not to institute, any Litigation or bring any other claim arising under, related to, or in connection with, this Agreement, any Ancillary Agreement or any document, certificate or instrument delivered in connection herewith or therewith, or the transactions contemplated hereby or thereby against any other such Person or any of their respective Non-Recourse Parties or any other Person, except for the Permitted Claims. Notwithstanding anything that may be expressed or implied in this Agreement, any Ancillary Agreement or any document, certificate or *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. instrument delivered in connection herewith or therewith, in no event shall Parent, Merger Sub, the Company, any Purchased Company, the Shareholder, the Shareholder Representative or any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representationsforegoing be liable for [***], warrantiesas a result of or in connection with the execution, covenants delivery or agreements performance of any Party set forth (or contained in failure to perform) this Agreement, any exhibit Ancillary Agreement or schedule heretoany document, any other document certificate or instrument delivered in connection herewith or therewith, or the transactions contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13thereby.

Non-Recourse. Notwithstanding (a) Except in the case of recourse against Seller with respect to Fraud as expressly provided in Section 6.13, notwithstanding anything to the contrary contained herein or otherwise, this Agreement and the Ancillary Agreements may only be enforced against, and any Proceeding that may be expressed based upon, arise out of or implied in relate to this Agreement or any document the Ancillary Agreements, or instrument delivered in connection herewiththe negotiation, by its acceptance of the benefits execution or performance of this AgreementAgreement or the Ancillary Agreements or the transactions contemplated hereby or thereby may only be made against, the Shareholder Persons that are expressly identified as Parties to this Agreement or parties to the applicable Ancillary Agreements, as the case may be, it being understood and Parent each covenant, agree and acknowledge agreed that no Persons other than the Parties hereto Person that is not a Party to this Agreement or a party to any Ancillary Agreement shall have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or liability with respect to any claim based on contractual obligation to which such liabilities, obligations, commitments againstPerson is not a party, and no personal liability shall attach to, the former, current or future equity holdersstockholders, equityholders, controlling persons, directors, officers, employees, agents, Affiliatesgeneral or limited partners, members, managers managers, agents or general or limited partners Affiliates of any of either Party or any party to the applicable Ancillary Agreement, or any former, current or future equity holderdirect or indirect stockholder, equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or agent of any of the foregoing (collectivelyeach, but not including the Parties hereto, each a “Non-Recourse Party”)) shall have any liability for any obligations or liabilities of the Parties or any party to the applicable Ancillary Agreement, through the other Party or for any Proceeding (whether in tort, contract, law, equity, by statute or otherwise) based on, whether by arising out of or through attempted piercing relating to, this Agreement or the applicable Ancillary Agreement or the negotiation, execution or performance of this Agreement or the corporate veil, by applicable Ancillary Agreement or through a claim by any transactions contemplated hereby or on behalf of the other Party against any Non-Recourse Party, by the enforcement thereby or in respect of any assessment representations or by any legal warranties made or equitable proceeding, by virtue of any statute, regulation or Law, or otherwisealleged to be made in connection herewith. Without limiting the foregoingrights of any Party against the other Parties, in no claim will be brought or maintained by the Shareholder, Parent 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 any of their respective successors or permitted assigns against seek to recover monetary damages from, any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13Party.

Non-Recourse. Notwithstanding anything All proceedings (whether in contract or in tort, in law or in equity) that may be expressed based upon, arise out of or implied 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 any document or instrument delivered in connection herewithas an inducement to enter into this Agreement), by its acceptance may be made only against the entities that are expressly identified as parties hereto. Other than for claims for common law fraud under the laws of the benefits State of this AgreementDelaware committed with the intent to deceive, the Shareholder each party hereby acknowledges and Parent each covenant, agree and acknowledge agrees that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party it has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling personsdirect or indirect equityholders, directors, officers, employees, incorporators, agents, attorneys, representatives, Affiliates, members, managers or managers, general or limited partners or assignees of any of either Party the Shareholders or any former, current or future equity holder, controlling persondirect or indirect equityholder, director, officer, employee, incorporator, agent, attorney, representative, general or limited partner, member, manager, Affiliate Affiliate, agent, assignee or agent representative of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse PartyParties”), except in each case to the extent any such Person is itself a party hereto (in which case such Person shall not be a Non-Recourse Party as to its own obligations under this Agreement), through the other Party Shareholders or otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of the other Party Parent or Merger Sub against any Non-Recourse Party, Party by the enforcement of any assessment or by any legal or equitable proceedingaction, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoingotherwise and each party hereto waives and releases all such liabilities, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns claims and obligations against any such Non-Recourse Party Party. In the event that is not 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 expressly identified as a Party purports to this Agreementbe binding on such party’s Affiliates and/or representatives, 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 representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties such party shall be express third-party beneficiaries liable for any breach of this Section 9.13such provision by any such Affiliate or Representative.

Non-Recourse. Notwithstanding anything This Agreement may only be enforced against, and any claims or causes of action that may be expressed based upon, arise out of, or implied in relate to this Agreement Agreement, or any document the negotiation, execution, or instrument delivered in connection herewith, by its acceptance of the benefits performance of this Agreement, may only be made against, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments againstsignatories hereto, and no personal liability shall attach to, the former, current or future direct or indirect equity holders, controlling personsPersons, directors, officers, employees, agents, Affiliatesgeneral or limited partners, members, managers managers, advisors, agents, or general or limited partners Affiliates of any of either Party signatory hereto, or any former, current current, or future direct or indirect equity holder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, advisor, agent, or Affiliate or agent of any of the foregoing (collectivelyeach, but not including the Parties hereto, each a “Non-Recourse Party”)) will have any liability for any obligations or liabilities of the signatories to this Agreement or for any claim (whether in tort, through the other Party contract, or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or Lawregulation, or otherwise. Without limiting other applicable Law) based on, in respect of, or by reason of, this Agreement, the foregoingtransactions contemplated hereby, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates oral representations made or any of their respective successors alleged to be made in connection herewith, it being expressly agreed and acknowledged that no personal liability whatsoever will attach to, be imposed on, or permitted assigns against otherwise be incurred by any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreementin connection therewith. Without limiting the rights of any Person against the other signatories hereto, in no event will any signatory hereto, and no recourse will be brought each such signatory agrees to cause its Affiliates not to, seek to enforce this Agreement against, make any claims for breach of this Agreement against, or granted against seek to recover monetary damages in connection with this Agreement from, any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any Non-Recourse Party. None of the representations, warranties, covenants signatories hereto will assert or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or permit any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries (including any stockholder of such Person) to assert or threaten to assert that this Section 9.13Agreement or any part hereof is invalid, illegal, or unenforceable.

Non-Recourse. Notwithstanding anything that This Agreement may only be expressed enforced against, and any claim or implied in suit based on, arising out of or related to this Agreement or any document the negotiation, execution or instrument delivered in connection herewithperformance of this Agreement may only be brought against, by its acceptance of the benefits of named Parties to this Agreement and then only with respect to the specific obligations set forth herein with respect to the named Parties to this Agreement. No Person who is not a named party to this Agreement, the Shareholder and Parent each covenantincluding any past, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current present or future equity holdersdirector, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, directormanager, officer, employee, general or limited partnerincorporator, member, managerpartner, direct or indirect equityholder, Affiliate or agent of any Representative of the foregoing (collectivelyCorporation, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates Vendor or any of their respective successors Affiliates will have or permitted assigns be subject to any liability or indemnification obligation (whether in contract or in tort) to the Purchaser or any other Person resulting from (nor will the Purchaser have any claim with respect to) (i) the distribution to the Purchaser or its Representatives or the Purchaser’s or its Representatives’ use of or reliance on any information, documents, projections, forecasts or other material made available to Purchaser in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in connection with, the transactions contemplated by this Agreement or (ii) any claim based on, in respect of or by reason of the sale and purchase of the Corporation, including any alleged non-disclosure or misrepresentations made by any such Persons or other Persons, in each case, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise; and each Party waives and releases all such liabilities and obligations against any Non-Recourse Party that such Persons. No Person who is not otherwise expressly identified as a Party named party to this Agreement, and no recourse will be brought including any past, present or granted against future director, manager, officer, employee, incorporator, member, lender, partner, direct or indirect equityholder, Affiliate or Representative of the Purchaser or any of them, by virtue of their respective Affiliates will have or based upon be subject to any alleged misrepresentation liability or inaccuracy indemnification obligation (whether in contract or breach or nonperformance of any of in tort) to the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party Vendor or any other Person delivered hereunder. The Nonresulting from (nor will the Vendor have any claim with respect to) any claim based on, in respect of or by reason of the sale and purchase of the Corporation, or the financing thereof, including any alleged non-Recourse Parties shall disclosure or misrepresentations made by any such Persons or other Persons, in each case, regardless of the legal theory under which such liability or obligation may be express third-party beneficiaries of this Section 9.13sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise; and each Party waives and releases all such liabilities and obligations against any such Persons.

Non-Recourse. (a) Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewithAncillary Document to the contrary, by its acceptance of the benefits of this Agreement, Buyer, on behalf of itself and the Shareholder Buyer Related Parties (including, after the Closing, the Group Companies) covenants, agrees and Parent each covenantacknowledges that, agree notwithstanding that the equity holders of Seller or the Company or their respective managing members or general partners may be partnerships or limited liability companies, Buyer and acknowledge that no Persons other than the Buyer Related Parties hereto (including, after the Closing, the Group Companies) have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this AgreementAgreement or any Ancillary Document, or any claim based on such liabilities, obligations, or commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party Seller, the Company, or any former, current or future equity holderstockholder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing Persons, or any of their successors or permitted assigns (collectively, but not including the Parties hereto, each a “Seller Non-Recourse PartyParty Affiliate”), whether directly or through the other Party a Group Company, or otherwise, whether by or through attempted piercing of the corporate veilcorporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise, by or through a claim by or on behalf of the other Party a Group Company against any Seller Non-Recourse PartyParty Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise, all of which are hereby fully and irrevocably waived by ▇▇▇▇▇ (on behalf of itself and the Buyer Related Parties (including, after the Closing, the Group Companies)). Without limiting the foregoing, no claim or other Action will be brought or maintained by the Shareholder, Parent Buyer or any Buyer Related Party (including, effective as of its Affiliates the Closing, the Group Companies) or any of their respective successors or permitted assigns against any Seller Non-Recourse Party that is not otherwise expressly identified as a Party to this AgreementAffiliate, 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 representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of Seller, the other Party Company or any other Person delivered hereunder. The , the business or the ownership, operation, management, use or control of the business of the Group Companies, any of their assets, or any actions or omissions at, or prior to, the Closing, and Buyer, on behalf of itself and the Buyer Related Parties (including, effective as of the Closing, the Group Companies) hereby fully and irrevocably waives and releases all such liabilities, claims and obligations against any such Seller Non-Recourse Parties Party Affiliates. (b) Notwithstanding the foregoing provisions of Section 10.16(a) to the contrary, (i) nothing set forth in Section 10.16(a) shall be express third-prohibit a Party to this Agreement or a party beneficiaries to any Ancillary Document from bringing a claim against another Party to this Agreement or a party to an Ancillary Document, in each case, solely in such Person’s capacity as a Party to this Agreement or a party to such Ancillary Document, as applicable, and subject, in each case, to the terms and conditions set forth in this Agreement or such Ancillary Document, as applicable, and then solely to the extent of such Person’s obligations as a Party to this Agreement or a party to such Ancillary Document, as applicable. (c) Notwithstanding anything in this Agreement to the contrary, nothing set forth in Section 10.16(a) or otherwise in any provision of this Agreement shall prohibit any claim for Fraud against any Seller Non-Party Affiliate (and any direct or indirect equityholder of such Seller Non-Party Affiliate that is an investment fund or alternative investment vehicle). (▇) ▇▇▇▇▇ acknowledges and agrees that the agreements contained in this Section 9.1310.16 are an integral part of the Transactions and that, without the agreements set forth in this Section 10.16, Seller and the Company would not enter into this Agreement or otherwise agree to consummate the Transactions.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewithAnything contained herein to the contrary notwithstanding, by its acceptance with the exception of the benefits Limited Guaranty, no recourse shall be had for the payment of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known obligation or unknown liability hereunder or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or for any claim based on such liabilitieshereon or otherwise in respect hereof against (i) Limited Guarantor, obligationsany direct or indirect partner, commitments againstagent, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling personcontractor, director, officer, employeemember, general or limited partner, memberconsultant, manager, Affiliate stockholder, subscriber to capital stock, incorporator, beneficiary, participant, trustee or agent advisor of Seller or Limited Guarantor, any member in Seller, or any partner or member therein; (ii) any legal representative, heir, estate, successor or assign of any thereof; (iii) any corporation (or any officer, director, employee or shareholder thereof), limited liability company (or member thereof), partnership (or any partner thereof), individual or entity to which any ownership interest in Seller shall have been directly or indirectly transferred; (iv) any purchaser of any asset of Seller; or (v) any other Person (except Seller, to the extent expressly set forth in the Program Agreements), for any deficiency or other sum owing with respect to any obligation or liability arising under this Agreement. It is understood that any obligation or liability under or with respect to this Agreement may not be enforced against any Person described in clauses (i) through (v) above; provided, however, that the foregoing provisions of this paragraph shall not: (a) prevent recourse to (i) Seller, the assets of Seller or any Purchased Assets or (ii) against Limited Guarantor or its assets to the extent of the foregoing Limited Guarantor's obligation under the Limited Guaranty; (collectivelyb) in the event of any fraud, but not including misappropriation or misapplication of funds, or intentional misrepresentation, estop Buyer from instituting or prosecuting a legal action or proceeding or otherwise making a claim against the Parties heretoPerson or Persons committing such fraud, each a “Non-Recourse Party”)misappropriating or misapplying such funds, through or making such intentional misrepresentation, or the other Party recipient or otherwisebeneficiary of such fraud, misappropriation or misapplication, whether by or not such person, recipient or beneficiary, is any Person described in clauses (i) through attempted piercing of the corporate veil(v) above for losses relating to or arising from such actual fraud, by misappropriation or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Lawmisapplication, or otherwise. Without limiting the foregoingintentional misrepresentation; or (c) constitute a waiver, no claim will be brought release or maintained by the Shareholder, Parent discharge or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to obligation evidenced by this Agreement, and no recourse will be brought the same shall continue until paid or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy discharged in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13full.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of Subject to the benefits terms of this AgreementSection 22.9, the Shareholder and Parent each covenant(a) there shall be no recourse against any affiliates, agree and acknowledge that no Persons other than the Parties hereto have any liabilitiesstockholders, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling personsofficers, directors, officers, employees, agents, Affiliates, members, managers representatives or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any employees of the foregoing Issuer (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through for any payment due from the other Party Issuer hereunder or otherwiseunder the Notes, whether by or through attempted piercing for the performance of any obligation of the corporate veilIssuer hereunder or thereunder, or for any breach of any representation or warranty made by the Issuer hereunder or through a claim by or on behalf thereunder, and (b) the sole recourse of the holders of Notes hereunder or under the Notes for any payment due from the Issuer hereunder or thereunder, or for the performance of any obligation of the Issuer hereunder or thereunder, or for any breach of any representation or warranty made by the Issuer hereunder or thereunder, shall be against the Issuer and its property and assets; provided, however, that nothing contained in this Section 22.9 shall (i) in respect of the Issuer, in any way affect or impair the validity of this Agreement, the Notes or any other Party Financing Document, (ii) in any way affect or impair the taking of any action permitted by law against the Issuer or any Non-Recourse Party, by or (iii) in any way be deemed to release the enforcement of any assessment Issuer or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a from liability for its fraudulent actions, fraudulent misrepresentations, negligence or willful misconduct or (iv) in any way affect or impair the obligations and liabilities of the Issuer or any Non-Recourse Party to in accordance with the terms of this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party Notes or any other Person Financing Document or any other agreement, instrument or document executed and delivered hereunderin connection herewith to which it is now or at any time hereafter a party. The Non-Recourse Parties shall be express third-party beneficiaries If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Section 9.13Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer. Very truly yours, MGE POWER ELM ROAD, LLC By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Manager The foregoing is hereby agreed to as of the date thereof. METROPOLITAN LIFE INSURANCE COMPANY, as Purchaser By /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Director The foregoing is hereby agreed to as of the date thereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, as Purchaser By /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Authorized Representative METROPOLITAN LIFE INSURANCE COMPANY ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ $25,000,000 All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: Reference: With sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. All notices and communications: Metropolitan Life Insurance Company Investments, Private Placements P. O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Director Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy (OTHER than with respect to deliveries of financial statements) to: Metropolitan Life Insurance Company P. O. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Chief Counsel - Securities Investments (PRIV) E-mail: ▇▇▇_▇▇▇▇▇▇_▇▇▇@▇▇▇▇▇▇▇.▇▇▇ Metropolitan Life Insurance Company Securities Investments, Law Department P. O. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Securities Department Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇ $25,000,000 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as: “MGE Power Elm Road, LLC, 5.04% Senior Secured Notes, Series A, due February 3, 2040, PPN 55296@ AA3, principal, premium or interest”) to: For the account of: Account No.

Non-Recourse. Notwithstanding anything (a) Each Lender and the Agent covenants and agrees that may the Secured Obligations of the Borrower under this Agreement are limited recourse obligations of the Borrower, payable solely from the Collateral in accordance with the terms of the Transaction Documents, and, following realization of the Collateral, any claims of the Lenders and the Agent against the Borrower and all obligations of the Borrower shall be expressed or implied extinguished and shall not thereafter revive; provided, that nothing contained in this Agreement or any document or instrument delivered in connection herewith, by its acceptance Section 9.11 shall affect the obligations of the benefits Lenders under Section 8.6, which obligations shall survive any realization of the Collateral. Each of the parties hereto (other than the Borrower) covenants and agrees that, prior to the date that is one year and one day (or, if longer, any applicable preference period and one day) after the payment in full of all Secured Obligations, no party hereto shall institute against, or join any other Person in instituting against, the Borrower any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under any federal, state or foreign bankruptcy or similar law. (b) This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the Shareholder entities that are expressly named as parties hereto and Parent each covenantthen only with respect to the specific obligations set forth herein with respect to such party. No past, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current present or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerincorporator, manager, member, managerpartner, Affiliate stockholder, Affiliate, agent, attorney or agent other representative of any party hereto or of the foregoing (collectively, but not including the Parties any Affiliate of any party hereto, each a “Non-Recourse Party”), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against assigns, shall have any Non-Recourse Party that is not otherwise expressly identified as a Party to liability for any obligations or liabilities of any party hereto under this AgreementAgreement or for any claim, and no recourse will be brought action, suit or granted against any of themother legal proceeding based on, by virtue in respect of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any by reason of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document transactions contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13hereby.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and other than in respect of Fraud, Purchaser agrees and acknowledges that no recourse under this Agreement or any document documents or instrument instruments delivered in connection herewith, by its acceptance of the benefits of with this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability Agreement shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or be had against any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerincorporator, Affiliate, member, manager, Affiliate partner, equity holder, agent, attorney or agent representative of any TWG Equityholder or any Affiliate, successor or permitted assignee of the foregoing any TWG Equityholder (excluding any TWG Equityholder who may be deemed to be a Non-Recourse Party of another TWG Equityholder other than in its role as a TWG Equityholder itself) (collectively, but not including the Parties hereto, each a “Non-Recourse PartyParties”), through the other Party or otherwiseas such, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal Liability whatsoever shall attach to, be imposed on or otherwise. Without limiting the foregoingotherwise be incurred by any Non-Recourse Parties, no claim will be brought or maintained by the Shareholderas such, Parent for any obligation of any TWG Equityholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation, or otherwise by reason of this Agreement or its Affiliates negotiation or execution or the transactions contemplated hereby, and Purchaser waives and releases all such Liabilities and claims against any such Non-Recourse Parties. None of the Debt Financing Sources will have any Liability to TWG, TWG Re or any of their respective successors Affiliates relating to or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to arising out of this AgreementAgreement or the Debt Financing, whether at law or equity, in contract, in tort or otherwise, and no recourse none of TWG, TWG Re or any of their respective Affiliates will be brought have any rights or granted claims against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any the Debt Financing Sources. Each of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-is expressly intended as a third party beneficiaries beneficiary of the penultimate sentence of this Section 9.13Section.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered Agreement, except in connection herewiththe case of Fraud, by its acceptance of the benefits of this Agreement, each of the Shareholder parties hereto covenants, agrees and Parent each covenant, agree and acknowledge acknowledges that no Persons other than the Parties parties hereto have any liabilitiesLiabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that, notwithstanding that each Party the parties hereto or their respective managing members or general partners may be partnerships or limited liability companies, no party hereto has no any right of recovery under this Agreement, or any claim based on such liabilitiesLiabilities, obligations, commitments against, and no personal liability Liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party the parties hereto or any former, current or future equity holderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties parties hereto, each each, a “Non-Recourse Party”), through the other Party any party hereto or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party any party hereto against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, by virtue of any statute, regulation or Law, Law or otherwise. Without limiting the foregoing, except in the case of Fraud, no claim will be brought or maintained by the Shareholder, Parent any party hereto or any of its their Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party party hereto set forth or contained in this Agreement. For the avoidance of doubt, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.1311.17 shall not limit or restrict the rights, obligations or enforceability of any Ancillary Agreement.

Non-Recourse. 10.17.1. Notwithstanding anything to the contrary contained herein, this Agreement may only be enforced against, and any claims or causes of action that may be expressed based upon, arise out of or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under relate to this Agreement, or any claim based on 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 to this Agreement in their capacities as such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future stockholders, equity holders, controlling personsPersons, directors, officers, employees, agents, Affiliatesgeneral or limited partners, members, managers managers, agents or general or limited partners Affiliates of any of either Party party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or agent of any of the foregoing (collectivelyeach, but not including 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, this Agreement or the Contemplated Transactions or in respect of any representations made or alleged to be made in connection herewith (except to the extent such Non-Recourse Party is a named party to any Transaction Document (and then only to the extent of the specific obligations undertaken by such named party in such Transaction Document and not otherwise)); provided, through that nothing in this Section 10.17 shall in any way limit or qualify any Action based upon Actual Fraud committed by such Person against whom such Action is being made. Without limiting the rights of any party against the other Party parties hereto, in no event shall any party or otherwiseany of its Affiliates seek to enforce this Agreement against, whether by make any claims for breach of this Agreement against, or through attempted piercing of the corporate veilseek to recover monetary damages hereunder from, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by . 10.17.2. Notwithstanding anything to the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contrary contained in this Agreement, none of the Debt Financing Parties shall have any exhibit liability to the Company (prior to the Closing) and Seller for any obligations or schedule heretoliabilities of any party under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby, including any Debt Financing Party Related Proceeding and each of the Company (prior to the Closing) and Seller agrees that it will not bring, or permit any of its Affiliates to bring, any other document contemplated hereby such Debt Financing Party Related Proceeding against or involving any certificateDebt Financing Party and waives any rights or claims against any Debt Financing Party in connection with the foregoing (whether in contract, instrumenttort, opinionequity or otherwise); provided that Buyer may enforce, agreement or other document and seek remedies under, the Debt Commitment Letter and nothing in this Agreement shall limit the rights of any of the other Party parties to any Debt Commitment Letter or any other Person delivered hereunderdefinitive agreement entered into in connection with the Debt Financing or any Alternative Financing. The Non-Recourse Each party hereto agrees that the Debt Financing Parties are express third party beneficiaries of, and may rely upon and enforce, any provisions in this Agreement reflecting the foregoing agreements in this Section 10.17.2 (including Sections 10.7(e) (solely to the extent it relates to this Section 10.17.2 and the Debt Financing Parties), 10.9 (solely to the extent it relates to the Debt Financing Parties), 10.10 (solely to the extent it relates to the Debt Financing Parties) and 10.11 (solely to the extent it relates to the Debt Financing Parties)) and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Parties” (and any other provision of this Agreement the amendment, modification or alteration of which has the effect of modifying such provisions) shall not be amended in any way materially adverse to the Debt Financing Parties, without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter (and any such amendment without such prior written consent shall be express third-party beneficiaries of this Section 9.13null and void).

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments All Proceedings (whether known in contract or unknown in tort, in Law or whether contingent in equity or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party granted by statute or otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf any other theory or doctrine, including alter ego or otherwise) that may be based upon, arise out of or relate to this Agreement or the other Party against negotiation, execution, performance or non-performance of this Agreement (including any Non-Recourse Party, by the enforcement of any assessment representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting party hereto only against the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party Persons that is not otherwise are expressly identified as parties hereto or thereto. No Person who is not a Party named party to this Agreement, and no recourse will be brought including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or granted against Representative of any of themnamed party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), by virtue of shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any alleged misrepresentation theory that seeks to impose liability of an entity party against its owners or inaccuracy Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or breach related to this Agreement or nonperformance for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any of the representations, warranties, covenants or agreements of any such Non-Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunderAffiliates. The parties acknowledge and agree that the Non-Recourse Parties shall be express Party Affiliates are intended third-party beneficiaries of this Section 9.135.18. Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, 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 5.18 is subject to, and does not alter the scope or application of, Section 5.10.

Non-Recourse. Notwithstanding anything that may be expressed or implied Except as expressly set forth in this Agreement or any document Ancillary Agreement and excluding any claims or instrument delivered remedies of a party to this Agreement for Fraud against a Person that committed such Fraud or participated in connection herewithsuch Fraud, all obligations or Actions (whether in contract or in tort, in Law or in equity, or granted by statute) that may be based upon, in respect of, arise under, by its acceptance of the benefits of this Agreementreason of, the Shareholder and Parent each covenantbe connected with, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under relate to this Agreement, or the negotiation, execution or performance of this Agreement and the transactions contemplated hereby, may be made only against the Persons that are expressly identified as parties to this Agreement or any claim based on such liabilitiesAncillary Agreement, obligationsincluding the Support Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, commitments againstincluding any past, and no personal liability shall attach to, the former, current present or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerincorporator, member, partner, manager, Affiliate equityholder, Affiliate, agent, attorney, representative or agent of assignee of, and any financial advisor or lender to, any Contracting Party, or any past, present or future director, officer, employee, incorporator, member, partner, manager, equityholder, Affiliate, agent, attorney, representative assignee of, and any financial advisor or lender to, any of the foregoing foregoing, but excluding any director, officer or employee of any Company Entity not otherwise affiliated with or employed by CD&R (collectively, but not including the Parties hereto, each a “Non-Recourse PartyParties”), through will have any Liability (whether in contract or in tort, in Law or in equity, or granted by statute) for any Actions arising under, in connection with, or related to this Agreement or the transactions contemplated hereby or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach of this Agreement and the transactions contemplated hereby (whether sounding in contract or tort, or whether at law or in equity, on public policy grounds, under any Law (including under securities Laws or RICO), for conspiracy, aiding or abetting or other Party similar claim (including with respect to a claim permitted against a party to this Agreement) or otherwise), whether and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, Actions and obligations against any such Non-Recourse Parties, in each case, other than with respect to any claims pursuant to any Ancillary Agreement and any claims or through attempted piercing remedies for Fraud against a Person that committed such Fraud or participated in such Fraud. In furtherance of the corporate veilforegoing, by or through a claim by or effective as of the Closing, Buyer hereby waives, releases and covenants not to ▇▇▇ on its own behalf and on behalf of the other Party against any its Non-Recourse PartyParties, by to the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or fullest extent permitted under applicable Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of Seller and its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this AgreementParties, whether in any individual, corporate or any other capacity, from and no recourse will be brought or granted against any and all other rights, claims and causes of themaction Buyer and its Non-Recourse Parties may have against Seller and its Non-Recourse Parties relating (directly or indirectly) to the subject matter of this Agreement or the transactions contemplated hereby (including relating to any exhibit, by virtue the Seller Disclosure Letter or document delivered hereunder or any failure to obtain any consent or authorization from any Person in connection with the transactions contemplated hereby) or the ownership or operation of the Company Entities prior to the Closing, including whether arising under or based upon any alleged misrepresentation Law (including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or inaccuracy any other Environmental Laws) or otherwise and including any rights to rescission of the transactions contemplated hereby and including any rights of contribution, indemnification, reimbursement or other similar rights, other than (i) claims against Seller surviving pursuant to Section 8.01, (ii) claims pursuant to any Ancillary Agreement and (iii) any claims against a Person that committed or participated in Fraud. The parties hereto agree that the limits imposed on Buyer’s and its Non-Recourse Parties’ remedies with respect to this Agreement and the transactions contemplated hereby (including this Section 8.02) were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller hereunder. Buyer agrees on behalf of itself and each of its Non-Recourse Parties not to avoid or attempt to avoid the limitations on liability set forth in this Agreement by (i) seeking damages for breach of contract, tort or nonperformance pursuant to any other theory of liability or asserting any claim against any of Seller’s or the Company Entities’ Non-Recourse Parties for conspiracy, aiding or abetting or other theory of liability with respect to a claim that may be asserted against a party to this Agreement all of which are hereby irrevocably waived or (ii) asserting or threatening any claim against any Person that is not a party hereto (or a successor to a party hereto) for breaches of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, in each case, other than with respect to any exhibit claims pursuant to any Ancillary Agreement and any claims or schedule hereto, any other document contemplated hereby remedies for Fraud against a Person that committed such Fraud or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13participated in such Fraud.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder Investor and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.1311.13.

Non-Recourse. Notwithstanding anything that This Agreement may only be expressed enforced against, and any claim, obligation, liability, action, suit or implied other legal proceeding (whether in contract or tort, in law or in equity, or granted by statue) based upon, arising out of, or related to this Agreement (including any representation or any document or instrument delivered warranty made in, in connection herewithwith, by its acceptance of or as an inducement to, this Agreement), or the benefits negotiation, execution or performance of this Agreement, may only be brought against the Shareholder entities that are expressly named as parties hereto and Parent each covenantonly with respect to the specific obligations set forth herein. No past, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current present or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerincorporator, manager, member, partner, shareholder, Affiliate, agent, attorney or other representative of any party hereto of or any Affiliate of any party hereto, or any past, present or future director, officer, employee, incorporator, manager, Affiliate member, partner, shareholder, Affiliate, agent, attorney or agent other representative of any of the foregoing foregoing, or any of their successors or permitted assigns (collectively, but not including the Parties hereto, each a “Non-Recourse PartyNonparty Affiliates”), through shall have any liability (whether in contract or tort, in law or in equity, or granted by statute) for any obligations or liabilities of any party hereto under this Agreement or for any claim or Action based on, in respect of or by reason of the other transactions contemplated hereby, and, to the maximum extent permitted by law, each Buyer Party and Seller Party hereby waives and releases all such liabilities, claims, causes of action and obligation against any such Nonparty Affiliate. To the maximum extent permitted by law, (a) each Buyer Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Seller Party or otherwiseotherwise impose liability of a Seller Party under this Agreement on any Nonparty Affiliate (including without limitation any Shareholder), whether granted by statute or through attempted based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing of the corporate veil, by fraudulent transfer, improper distribution, unfairness, undercapitalization or through otherwise, and (b) except (i) as expressly provided in the Non-Compete Agreements and (ii) with respect to the performance obligations of Seller Parent in its capacity as a claim by Seller hereunder, each Buyer Party disclaims any reliance upon any Nonparty Affiliates (including without limitation any Shareholder) with respect to the performance of this Agreement or on behalf any representation or warranty made in, in connection with or as an inducement to this Agreement. Notwithstanding anything herein to the contrary, (i) nothing herein shall affect any rights of the other a Buyer Party under any Non-Compete Agreement, (ii) nothing herein shall affect any rights of a Buyer Party against any Non-Recourse PartyPerson (including a Nonparty Affiliate) with respect to any liability, by the enforcement claim, cause of action or other obligation other than any obligation or liability of any assessment or by Seller Party under this Agreement and (iii) nothing herein shall affect any legal or equitable proceeding, by virtue rights of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns a Buyer Party against any Non-Recourse Party that is not otherwise expressly identified as a Party Person in respect of fraud (or the ability to this Agreement, and no recourse will be brought or granted against demonstrate any of them, element thereof) by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13such Person.

Non-Recourse. Notwithstanding anything to the contrary contained herein, this Agreement may only be enforced against, and any claims or causes of action that may be expressed based upon, arise out of or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of relate to the benefits non-performance of this Agreement, or the Shareholder negotiation, execution or performance of this Agreement or the Transactions contemplated hereby, may only be made against the entities and Parent each covenant, agree and acknowledge Persons that no Persons other than the are expressly identified as Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on in their capacities as such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, agents, Affiliatesgeneral or limited partners, members, managers managers, agents or general or limited partners Affiliates of any of either Party party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or agent of any of the foregoing (collectivelyeach, but not including the Parties hereto, each a “Non-Recourse Party”)) shall have any liability for any obligations or liabilities of the Parties or for any claim (whether in tort, through 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 otherwiseany of its Affiliates seek to enforce this Agreement against, whether by make any claims for breach of this Agreement against, or through attempted piercing seek to recover monetary damages from, any Non-Recourse Party (including any of the corporate veilSponsor Parties) under this Agreement. Nothing herein precludes the Parties or any Non-Recourse Parties from exercising any rights, by and nothing herein shall limit the liability or through a claim by or on behalf obligations of the other Party against any Non-Recourse Party, by in each case under the enforcement of any assessment or by any legal or equitable proceedingVoting Agreements, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party Stockholders Agreements or any other Person delivered hereunder. The Non-Recourse Parties shall be agreement to which they are specifically a party or an express third-third party beneficiaries of this Section 9.13beneficiary thereof.

Non-Recourse. Notwithstanding anything This Agreement may only be enforced against, and any claims or causes of action that may be expressed based upon, arise out of or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under relate to this Agreement, or any claim based on the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as Parties, including entities that become a Party after the date 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 then only with respect to the specific obligations set forth in this Agreement applicable to such liabilities, obligations, commitments againstParty, and no personal liability shall attach to, the former, current or future equity holdersequityholders, controlling personsPersons, directors, officers, employees, agents, Affiliates, members, managers agents or general or limited partners Affiliates of any of either Party hereto or any former, current or future equity holderequityholder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, agent or Affiliate or agent of any of the foregoing (collectivelyeach, but not including 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, through 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 Party, in no event shall any Party or otherwiseany of its Affiliates seek to enforce this Agreement against, whether make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party. To the extent permitted by Law, each Party hereby (i) waives and releases all such claims, causes of action, liabilities and other obligations against any such Non-Recourse Parties, (ii) waives and releases any and all claims, causes of action, rights, remedies, demands or through attempted piercing actions that may otherwise be available to avoid or disregard the entity form of a Party or otherwise impose the corporate veil, by or through liability of a claim by or Party on behalf of the other Party against any Non-Recourse Party, whether granted by law or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the enforcement of any assessment or by any legal or equitable proceedingveil, by virtue of any statuteunfairness, regulation or Law, undercapitalization or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or and (iii) disclaims any of its Affiliates or any of their respective successors or permitted assigns against reliance upon any Non-Recourse Party that is not otherwise expressly identified as a Party Parties with respect to the performance of this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party Transaction Documents and any representation or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13warranty made in, in connection with or as an inducement hereto or thereto.

Non-Recourse. Notwithstanding anything This Agreement may only be enforced against the named Parties hereto (subject to the terms, conditions and other limitations set forth herein), and (i) all claims or causes of action that may be expressed based upon, arise out of or implied relate to this Agreement or the negotiation, execution or performance of this Agreement may only be made against the Persons that are expressly identified as the Parties hereto, (ii) except as provided in any Support Agreement, no past, present or future director, manager, officer, employee, incorporator, member general partner, limited partner, equityholder, trustee, Affiliate, agent attorney or other Representative of any party thereto (including any person negotiating or executing this Agreement on behalf of a party thereto) shall have any liability or obligation with respect to this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits other Transaction documents or with respect to any claim or cause of action that may arise out of or relate to this Agreement or any of the other Transaction documents, or the negotiation, execution or performance of this Agreement and (iii) in no event will the Company seek or obtain, nor will it permit any of its Representatives to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Parent Related Party (including any Non-Recourse Parent Party as defined in the Equity Commitment Letter) with respect to this Agreement, the Equity Commitment Letter or the Limited Guarantee or the Transactions contemplated hereby and thereby (including any breach by the Equity Financing Parties, the Guarantors, Parent or Merger Sub), the termination of this Agreement, the Shareholder failure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of any such breach, termination or failure, in each case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (B) and Parent each covenant(C), agree in all respects to the limitations set forth in Section 7.3(a), Section 7.3(f), Section 8.5(c) and acknowledge this Section 7.3(h)): (A) against any Person that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunderis party to, and that each Party has no right of recovery under solely pursuant to the terms and conditions of, the Confidentiality Agreement or any Support Agreement; (B) against Parent, Merger Sub or the Guarantors (without duplication) to the extent expressly provided for in this Agreement, or any claim based on such liabilitieswith respect to the Guarantors, obligations, commitments againstpursuant to the terms and conditions of the Limited Guarantee; and (C) against the equity providers party to the Equity Commitment Letter for specific performance of their obligation to fund their committed portions of the Equity Financing solely in accordance with, and no personal liability shall attach topursuant to the terms and conditions of, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13Equity Commitment Letter.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered in connection contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, the Shareholder covenants, agrees and Parent each covenant, agree and acknowledge acknowledges that no Persons person other than the Parties hereto Holder and its successors and permitted assignees shall have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunderobligation hereunder and that it has no rights of recovery against, and that each Party has no right of recovery recourse hereunder or under this Agreement, the Merger Agreement, the JBA, ▇▇▇▇▇▇’s ECL (if any) or any claim based on such liabilities, obligations, commitments documents or instruments delivered in connection herewith or therewith shall be had against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, memberequityholder, manager, Affiliate manager or agent member of any of the foregoing (collectivelyeach, but not including the Parties heretoother than Holder and its successors and permitted assignees, each a “Non-Recourse PartyHolder Affiliate”), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the other Party against any Non-Recourse PartyHolder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or Lawother applicable law, or otherwise. Without limiting ; provided that (and notwithstanding anything to the foregoingcontrary provided herein or in any document or instrument delivered contemporaneously herewith), no claim will be brought or maintained by (A) nothing herein shall limit the Shareholder, Parent or any rights of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document each of the other Party parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any other Person delivered hereunder. The Non-Recourse Parties shall be express assignee hereof) as a third-party beneficiaries beneficiary under ▇▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Section 9.13Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation.

Non-Recourse. Notwithstanding anything All claims or causes of action (whether based in contract, tort, fraud, strict liability, other laws or otherwise, at law or in equity) that may be expressed based upon, arise out of or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim based on such liabilitiesrepresentation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), obligationsmay be made only against the entities that are expressly identified as parties in the introduction to this Agreement (or their respective successors or assignees). No person who is not a named party to this Agreement, commitments againstincluding without limitation any past, and no personal liability shall attach to, the former, current present or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerincorporator, member, managerpartner, Affiliate equityholder, affiliate, agent, attorney or agent representative of any named party to this Agreement, shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution. The Purchaser (on behalf of itself, each other Purchaser Related Party and any of their respective successors, heirs or representatives) covenants and agrees that it shall not institute, and shall cause its representatives and affiliates not to bring, make or institute any action, claim, proceeding (whether based in contract, tort, fraud, strict liability, other laws or otherwise, at law or in equity) arising under or in connection with this Agreement or any of the foregoing transactions contemplated hereby or thereby against any of the Blackstone Related Parties and that none of the Blackstone Related Parties shall have any liability or obligations (collectivelywhether based in contract, but not including tort, fraud, strict liability, other Laws or otherwise) to the Parties heretoPurchaser or any other Purchaser Related Party or any of their respective successors, each a “Non-Recourse Party”)heirs or representatives (or any person claiming by, through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Purchaser or any other Party against Purchaser Related Party) thereof arising out of or relating to this Agreement or any Non-Recourse Party, by of the enforcement of any assessment transactions contemplated hereby or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwisethereby. Without limiting the generality of the foregoing, no claim will be brought to the maximum extent permitted under applicable law (and subject only to the specific contractual provisions of this Agreement), the Purchaser (on behalf of itself, each other Purchaser Related Party, any person claiming by, through or maintained by on behalf of the Shareholder, Parent Purchaser or any of its Affiliates or other Purchaser Related Party, and any of their respective successors successors, heirs or permitted assigns against representatives) hereby waives, releases and disclaims any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy all rights in or breach or nonperformance respect of any of such actions, claims, proceedings, obligations and liabilities against the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of Blackstone Related Parties. For the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries purpose of this Section 9.134.14, (i) “Purchaser Related Party” shall mean the Purchaser and each of its former, current or future general or limited partners, parents, subsidiaries, divisions, affiliates, predecessors, successors and assigns, and their present and former directors, officers, members, employees, agents, attorneys, representatives, successors, beneficiaries, heirs and assigns and (ii) “Blackstone Related Party” shall mean each Seller, and any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, affiliates, employees, agents, attorneys or other representatives, successors, beneficiaries, heirs and assigns.

Non-Recourse. Notwithstanding anything Any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought against Persons that may be expressed or implied are expressly named as parties hereto, and then only with respect to the specific obligations set forth in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other . Other than the Parties hereto have any liabilitiesGuarantors under their respective Guarantees, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future direct or indirect equity holders, controlling personsPersons, directorsstockholders, officersrepresentatives, employeesmembers, agentsmanagers, Affiliates, members, managers or general or limited partners or assignees of any party hereto, the Guarantors or of either Party or any former, current or future direct or indirect equity holder, controlling personPerson, directorstockholder, officerrepresentative, employeemember, manager, general or limited partner, memberAffiliate, manager, Affiliate or agent assignee of any of the foregoing shall have any liability or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities of the parties hereto under this Agreement or of or for any action, suit, arbitration, claim, litigation, investigation, or proceeding based on, in respect of, or by reason of, the transactions contemplated hereby (collectively, but not including the Parties heretobreach, each a “Non-Recourse Party”termination or failure to consummate such transactions), through the other Party in each case whether based on contract, tort or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Partystrict liability, by the enforcement of any assessment or assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or Lawapplicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party hereto or another Person (including a claim to enforce the Commitment Letters) or otherwise. Without limiting Notwithstanding anything to the foregoingcontrary herein, no claim will be brought the Company agrees on behalf of itself and its Affiliates and their respective members, partners, stockholders, agents, attorneys, advisors or maintained by representatives that none of the ShareholderFinancing Sources shall have any liability (whether in contract, Parent tort, equity or otherwise) to any such person relating to this Agreement or any of its Affiliates the transactions contemplated herein (including the Debt Financing), waives any rights or any of their respective successors or permitted assigns claims against any Non-Recourse Party that is not otherwise expressly identified as a Party to Financing Source in connection with this AgreementAgreement (and the transactions contemplated hereby), the Debt Commitment Letter or the Debt Financing (including the transactions contemplated thereby), whether at law or equity, in contract, in tort or otherwise, and no recourse will be brought agrees not to commence any action, arbitration, audit hearing, investigation, litigation, petition, grievance, complaint, suit or granted proceeding against any of them, Financing Source in connection with this Agreement or the transactions contemplated hereunder (including relating to the Debt Financing (including the transactions contemplated thereby) or the Debt Commitment Letter). This Section 9.12 is intended to benefit and may be enforced by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any the Financing Sources and shall be binding on all successor and assigns of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13Company.

Non-Recourse. Notwithstanding anything that Without limiting the rights of the Parties under Section 13.14, this Agreement may only be expressed enforced against, and any claim or implied in cause of action based upon, arising out of, or related to this Agreement or any document or instrument delivered in connection herewiththe transactions contemplated hereby may only be brought against, by its acceptance the entities that are expressly named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party; provided, however that nothing herein shall limit the rights and remedies of the benefits Company and its Affiliates under the Confidentiality Agreement. Except in the case of this Agreementfraud, (i) no past, present or future director, officer, employee, incorporator, member, manager, partner, equityholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named Party and (ii) no past, present or future director, officer, employee, incorporator, member, manager, partner, equityholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto foregoing shall have any liabilities, obligations, commitments liability (whether known or unknown or whether contingent in contract, tort, equity or otherwise) hereunderfor any one or more of the representations, and that each Party has no right warranties, covenants, agreements or other obligations or liabilities of recovery under this Agreement, any one or more of the Parties (whether for indemnification or otherwise) of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. Notwithstanding any provision of this Agreement to the contrary, (x) the Company, on such liabilitiesbehalf of itself and its stockholders, obligationspartners, commitments againstmembers, and no personal liability shall attach to, the former, current or future equity holders, controlling personsAffiliates, directors, officers, employees, agentscontrolling persons, Affiliatesagents and other representatives (collectively with the Company, members, managers the “Company Related Parties”) agrees that none of the Financing Sources shall have any liability or general obligation to any Company Related Party relating to this Agreement or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing transactions contemplated herein or hereby (collectively, but not including the Financing and the transactions contemplated thereby) and (y) each of the Company Related Parties heretohereby waives any right or claim of any kind or description and agrees that it will not bring or support any Action of any kind or description (whether in law or in equity, each a “Non-Recourse Party”), through the other Party whether in contract or in tort or otherwise, whether by or through attempted piercing ) against any of the corporate veil, by Financing Sources which directly or through a claim by indirectly arise out of or on behalf of the other Party against in any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent way relate to this Agreement or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to the transactions contemplated by this Agreement, and no recourse will be brought or granted against including any of them, by virtue dispute arising out of or based upon relating in any alleged misrepresentation way to the Financing, the Debt Commitment Letter or inaccuracy in the performance thereof or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party financings or any other Person delivered hereundertransactions contemplated thereby. The Non-Recourse Parties shall This Section 13.15 is intended to benefit and may be express third-party beneficiaries of this Section 9.13enforced by the Financing Sources.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, any Ancillary Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder except for Fraud actually committed (either by action, inaction or omission) by a party hereunder, Buyer covenants, agrees and Parent each covenant, agree and acknowledge acknowledges that no Persons other than the Parties hereto Sellers have any liabilitiesLiabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that, notwithstanding that each Party the Sellers or their respective managing members or general partners may be partnerships or limited liability companies, Buyer has no right of recovery under this Agreement, or any claim based on such liabilitiesLiabilities, obligations, commitments against, and no personal liability Liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party the Sellers or any former, current or future equity holderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties heretoSellers, each each, a “Non-Recourse Party”), through the other Party any Seller or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party Company against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, by virtue of any statute, regulation or Law, Law or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent Buyer or any of its their Affiliates or any of their respective successors or permitted assigns against any Non-Non- Recourse Party that is not otherwise expressly identified as a Party party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party party hereto set forth or contained in this Agreement, any Ancillary Agreement, any exhibit or schedule heretothereto, any other document contemplated hereby or thereby or any certificate, instrument, opinion, agreement or other document of Blocker, the other Party Company or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13hereunder or thereunder.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document document, agreement, or instrument delivered in connection contemporaneously herewith, and notwithstanding the fact that any party may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this AgreementAgreement and the other Transaction Documents, the Shareholder covenants, agrees and Parent each covenant, agree and acknowledge acknowledges that no Persons other than the Parties hereto parties shall have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, obligation hereunder and that each Party it has no right rights of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments hereunder against, and no personal liability shall attach torecourse hereunder or under any documents, the formeragreements, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers instruments delivered contemporaneously herewith or general or limited partners in respect of any of either Party oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future equity holder, controlling person, director, officer, agent, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, controlling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, memberstockholder, manager, Affiliate manager or agent member of any of the foregoing (collectivelyforegoing, but in each case not including the Parties hereto, each a “Non-Recourse Party”), through the other Party or otherwiseparties, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of the other Party such party against any Non-Recourse Partysuch Persons and entities, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or Lawother applicable law, or otherwise. Without limiting ; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any such Persons, as such, for any obligations of the foregoingapplicable party under this Agreement or the transactions contemplated hereby, no claim will be brought under any documents or maintained by the Shareholderinstruments delivered contemporaneously herewith, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding anything in the Transaction Documents to the contrary, the liability of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties Purchasers shall be express third-party beneficiaries of this Section 9.13several, not joint.

Non-Recourse. Notwithstanding anything that (a) This Agreement may only be expressed enforced against, and any claim or implied cause of Action based upon, arising under, out of, or in connection with, or related in any manner to this Agreement or any document or instrument delivered the transactions contemplated hereby may only be brought against, the entities that are expressly named as Parties in connection herewith, by its acceptance of the benefits preamble of this AgreementAgreement (the “Contracting Parties”) and then only with respect to the specific obligations set forth herein with respect to such Contracting Party. No Person that is not a Contracting Party, the Shareholder and Parent each covenantincluding any past, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current present or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers Representative or general or limited partners Affiliate of any of either Contracting Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectivelyeach, but not including the Parties hereto, each a “Non-Recourse PartyNonparty Affiliate”), through shall have any 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 arising under, out of, or in connection with, or related in any manner to this Agreement or the transactions contemplated hereby, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach. To the maximum extent permitted by applicable Law, (a) each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action and other obligations and Liabilities against any such Nonparty Affiliates, (b) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, whether by and (c) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or through attempted piercing any representation or warranty made in, in connection with, or as an inducement to this Agreement. (b) Notwithstanding anything herein to the contrary, Existing Member agrees that neither it, nor any of the corporate veilits former, by current or through a future officers, directors, managers, employees, members, partners, agents or other representatives and Affiliates (collectively, “Existing Member Related Parties”), shall have any claim by or on behalf of the other Party against any Non-Recourse Financing Source, nor shall any Financing Source have any liability whatsoever to any Existing Member Related Party, by in connection with the enforcement of Debt Financing or in any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent way relating to this Agreement or any of its Affiliates the transactions contemplated hereby, whether at law, in equity, in contract, in tort or otherwise, in each case, whether arising, in whole or in part, out of comparative, contributory or sole negligence by any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13Financing Source.

Non-Recourse. Notwithstanding anything All claims or causes of action (whether in contract or in tort, in Law or in equity) that may be expressed based upon, arise out of or implied in relate to this Agreement or the other Ancillary Agreements, or the negotiation, execution or performance of this Agreement or the other Ancillary Agreements (including any document representation or instrument delivered warranty made in or in connection herewithwith this Agreement or the other Ancillary Agreements or as an inducement to enter into this Agreement or the other Ancillary Agreements), by its acceptance of may be made only against the benefits of entities that are expressly identified as parties hereto and thereto. No Person who is not a named party to this Agreement, the Shareholder and Parent each covenantincluding any past, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current present or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerincorporator, member, managerpartner, Affiliate stockholder, Affiliate, agent, attorney or agent representative of any of named party to this Agreement or the foregoing other Ancillary Agreements (collectively, but not including the Parties hereto, each a “Non-Recourse PartyParty Affiliates”), through shall have any liability (whether in contract or in tort, in Law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or such other Ancillary Document (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or such other Ancillary Document (as the case may be) or the negotiation or execution hereof or thereof; and each party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The Company and any person or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or entity acting on behalf of the other Party against any Company hereby waives and releases all of the Non-Recourse PartyParty Affiliates of the Seller and of the Seller’s Affiliates from any liabilities, claims and obligation arising from any action or omission by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any such Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of Affiliate taken before the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunderClosing. The Non-Recourse Parties shall be express third-Party Affiliates are expressly intended as third party beneficiaries of this Section 9.13provision of this Agreement. Notwithstanding anything in this Agreement or in any related agreement to the contrary, none of the Seller Related Parties shall have any rights or claims against any Financing Party in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, and no Financing Party shall have any rights or claims against any Seller Related Party in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following the Closing Date, the foregoing shall not limit the rights of the Financing Parties under any commitment letter or other definitive documentation related to the Debt Financing.

Non-Recourse. Notwithstanding anything that This Agreement may only be expressed enforced against, and any Action based upon, arising under, out of or implied in this Agreement or any document or instrument delivered in connection herewithwith, by its acceptance of the benefits of or related in any manner to this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other Transaction Documents (other than the Parties hereto have any liabilities, obligations, commitments (whether known Newco LLC Agreement) or unknown or whether contingent or otherwise) hereunder, the transactions contemplated hereby and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments thereby may only be brought against, the entities that are expressly named as Parties in the preamble of this Agreement (the “Contracting Parties”) and no personal liability shall attach tothen only with respect to the specific obligations set forth herein with respect to such Contracting Party. No Person that is not a Contracting Party, the formerincluding any past, current present or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers Representative or general or limited partners Affiliate of any of either Contracting Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectivelyeach, but not including the Parties hereto, each a “Non-Recourse PartyNonparty Affiliate”), through the other Party shall have any Liability (whether in contract, tort, at Law or in equity, or granted by statute or otherwise) for any Actions or Liabilities arising under, whether by out of or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Lawin connection with, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or related in any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party manner to this Agreement, the other Transaction Documents (other than the Newco LLC Agreement) or the transactions contemplated hereby and no recourse will be brought thereby, or granted based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach. To the maximum extent permitted by applicable Law, (a) each Contracting Party hereby waives and releases all such Actions and Liabilities against any such Nonparty Affiliates; (b) each Contracting Party hereby waives and releases any and all rights or Actions that may otherwise be available to avoid or disregard the entity form of thema Contracting Party or otherwise impose Liability of a Contracting Party on any Nonparty Affiliate, whether granted by virtue of statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (c) each Contracting Party disclaims any reliance upon any alleged misrepresentation Nonparty Affiliates with respect to the performance of this Agreement or inaccuracy any representation or warranty made in, in connection with, or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in as an inducement to this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder each Party covenants, agrees and Parent each covenant, agree and acknowledge acknowledges that no Persons Person other than the Parties hereto have has any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability for such claims shall attach to, to the former, current present or future equity holders, controlling persons, directors, officers, shareholders, partners, members or employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerpartners, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the any other Party or otherwise, whether by or through attempted piercing of the corporate veilcorporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise by or through a claim claim, by or on behalf of the any other Party against any Non-Recourse Party, by the enforcement of any assessment or whether in contract or in tort, in law or in equity or otherwise, or granted by any legal or equitable proceeding, by virtue of any statute, regulation or Law, statute or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent any Party or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the any other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13.

Non-Recourse. Notwithstanding anything in this Agreement to the contrary, (i) the obligations and liabilities of the Company under this Agreement and all other obligations, liabilities, claims, losses, damages of, or Litigation against, (whether in law or in equity and whether based on contract, in tort or otherwise) the Company that may be expressed based on, arise out of or implied in relate to this Agreement (including any breach or alleged breach hereof), the negotiation, execution or performance hereof or the transactions contemplated hereby or in respect of any other document or instrument delivered theory of law or equity or in respect of any oral or written representations made or alleged to be made in connection herewithherewith or therewith, by its acceptance of the benefits of this Agreementwhether at law or equity, the Shareholder and Parent each covenantin contract, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent in tort or otherwise) hereunder, and that each Party has no right will be without recourse of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the kind to any former, current or future direct or indirect stockholders, equity holders, controlling persons, portfolio companies, directors, officers, employees, agents, Affiliatesgeneral or limited partners, members, managers managers, trustees, attorneys, agents, representatives or general or limited partners Affiliates of any of either Party the Company, or any former, current or future direct or indirect stockholder, equity holder, controlling person, portfolio company, director, officer, employee, general or limited partner, member, manager, trustee, attorney, agent, representative or Affiliate or agent of any of the foregoing (collectivelyeach, but not including the Parties hereto, each a “Non-Recourse Company Related Party”) and (ii) the obligations and liabilities of Parent and Merger Sub under this Agreement and all other obligations, liabilities, claims, losses, damages of, or Litigation against, (whether in law or in equity and whether based on contract, tort or otherwise) Parent or Merger Sub that may be based on, arise out of or relate to this Agreement or the Financing Commitments (including any breach or alleged breach hereof or thereof), through the negotiation, execution or performance hereof or thereof or the transactions contemplated hereby or thereby or in respect of any other Party document or theory of law or equity or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, whether by will be without recourse of any kind to any Parent Related Party, except that (w) the Parent Related Parties may assert claims, or through attempted piercing of otherwise commence Litigation, against each other, (x) the corporate veilCompany may assert claims, by or through a claim by otherwise commence Litigation, against the Guarantors under, and subject to the terms and conditions of, the Guarantees, (y) the Company may assert claims, or on behalf of otherwise commence Litigation, against the Guarantors under, and subject to the terms and conditions of, the Equity Commitments and (z) the Company may assert claims, or otherwise commence Litigation, under or in accordance with the Confidentiality Agreements against the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-Persons party beneficiaries of this Section 9.13thereto.

Non-Recourse. Notwithstanding anything All claims or causes of action (whether in contract or in tort, in law or in equity) that may be expressed based upon, arise out of or implied in relate to this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Transaction Agreement, or any claim based on such liabilitiesthe negotiation, obligations, commitments against, and no personal liability shall attach to, the former, current execution or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners performance of any of either Party this Agreement or any formerother Transaction Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), current may be made only against the Persons that are expressly identified as parties hereto or future equity holderthereto or Participating Securityholders (including any Person who becomes a party hereto or thereto) and then only with respect to the specific obligations set forth herein or therein with respect to such party. Except as set forth in the immediately foregoing sentence, controlling personno Person who is not a named party to this Agreement or any other Transaction Agreement or Participating Securityholder, including any director, officer, employee, general or limited partnerincorporator, member, managerpartner, Affiliate stockholder, Affiliate, agent, attorney or agent representative of any named Party or Participating Securityholder, shall have any Liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) for any obligations or Liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or any Transaction Agreement or the negotiation or execution of any of the foregoing (collectively, but not including foregoing. Nothing in this Section 9.16 shall in any way limit or qualify the Parties hereto, each a “Non-Recourse Party”), through the other Party Liabilities of Parent or otherwise, whether by Merger Sub One or through attempted piercing of the corporate veil, by Merger Sub Two or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwiseParticipating Securityholders under this Agreement. Without limiting Notwithstanding the foregoing, no nothing in this Section 9.16 is intended to nor shall it be interpreted to limit any Party’s remedies against a Participating Securityholder or Liabilities of such Participating Securityholder in respect of a claim will for Fraud committed by such Participating Securityholder. Notwithstanding the foregoing, nothing in this Section 9.16 (i) is intended to nor shall it be brought interpreted to limit any Party’s remedies or maintained by Liabilities in respect of a claim for Fraud, it being understood that claims against Participating Securityholders, in their capacities as such, for Fraud on the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any part of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties Company shall be express third-party beneficiaries subject to the limitations of this Section 9.138.2.4, or (ii) shall prejudice the Securityholders Representative’s right to indemnification from the Participating Securityholders pursuant to Section 8.1.

Non-Recourse. Notwithstanding anything that may be expressed Except to the extent otherwise set forth in the Escrow Agreement or implied in as otherwise expressly provided herein, this Agreement may only be enforced against, and any claim based upon, arising out of, or any document related to this Agreement, or instrument delivered in connection herewiththe negotiation, by its acceptance of the benefits execution or performance of this Agreement, may only be brought against the Shareholder entities that are expressly named as Parties and Parent each covenant, agree and acknowledge that no Persons other than then only with respect to the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each specific obligations set forth herein with respect to such Party. Except to the extent a named Party has no right of recovery under to this Agreement, the Escrow Agreement, or any claim based on such liabilitiesas otherwise expressly provided herein, obligationsno past, commitments against, and no personal liability shall attach to, the former, current present or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerincorporator, manager, member, managerpartner, equityholder, Affiliate, agent, attorney or other Representative of any Party or of any Affiliate of any Party, or agent any of their successors or permitted assigns, shall 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 (collectivelyany Party under this Agreement or for any claim based on, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party in respect of or otherwise, whether by or through attempted piercing reason of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwiseContemplated Transactions. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent Buyer or any of its Affiliates other Buyer Indemnified Person or any of their respective successors or permitted assigns against any Non-Recourse present or future equity holder, stockholder, member, partner, manager, director, officer, employee (present or former), Affiliate, agent or Representative of any Party that which is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, Agreement or any exhibit or schedule hereto, any other document contemplated hereby hereto or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person certificate delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13.

Non-Recourse. Except to the extent otherwise set forth in the Confidentiality Agreement, all claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement or any Transaction Document, or the negotiation, execution or performance of this Agreement or any Transaction Document (including any representation or warranty made in, with, or as an inducement to, this Agreement or such Transaction Document), may be made only against (and such representations and warranties are those solely of) the parties hereto or thereto. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of to the benefits of this Agreementcontrary, the Shareholder and Parent each covenant, parties agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery recourse under this Agreement, any Transaction Document, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current documents or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party instruments delivered in connection with this Agreement or any formerTransaction Document, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any transaction contemplated by any of the foregoing foregoing, shall be had against any Seller Related Party or Parent Related Party (collectivelytogether, but not including the Parties hereto“Nonparty Affiliates”, each a “Non-Recourse Party”it being acknowledged and agreed, for the avoidance of doubt, and notwithstanding anything herein to the contrary, that none of Parent, the Merger Sub, the Corporation or the Surviving Corporation shall be Nonparty Affiliates hereunder), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceedingLitigation, or by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance alleged breach hereof or thereof, the negotiation, execution or performance hereof or thereof or the transactions contemplated hereby or thereby or in respect of any other document or theory of the representations, warranties, covenants law or agreements equity or in respect of any Party set forth oral or contained written representations made or alleged to be made in connection herewith or therewith (whether at law or in equity, and whether in contract or in tort or otherwise), including any claim for Fraud, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Nonparty Affiliate for any obligation of any party under this Agreement, any exhibit or schedule heretoTransaction Document, any other document contemplated hereby documents or instruments delivered in connection with this Agreement or any certificateTransaction Document, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-transaction contemplated by the foregoing, for any claim based on, in respect of or by reason of such obligations or their creation, in each case except to the extent any such Nonparty Affiliate is a named party beneficiaries of this Section 9.13to and has executed any such document or instrument (and in such instance, subject to any limitations contained therein).

Non-Recourse. Notwithstanding anything that Except to the extent otherwise expressly provided herein, this Agreement may only be expressed enforced against, and any Claim based upon, arising out of, or implied in related to this Agreement or any document the Financing, or instrument delivered in connection herewiththe negotiation, by its acceptance of the benefits execution or performance of this Agreement, may only be brought against the Shareholder entities that are expressly named as parties hereto and Parent each covenant, agree and acknowledge that no Persons other than then only with respect to the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement, or any claim based on such liabilitiesas otherwise expressly provided herein, obligationsno past, commitments against, and no personal liability shall attach to, the former, current present or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerincorporator, manager, member, managerpartner, equityholder, Affiliate, agent, attorney or other Representative of any party hereto or any Lender or of any Affiliate of any party hereto or agent any Lender, or any of their successors or permitted assigns, shall 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 (collectivelyany party hereto under this Agreement or for any claim based on, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party in respect of or otherwise, whether by or through attempted piercing reason of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwisetransactions contemplated hereby. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent Buyer or any of its Affiliates other Buyer Indemnified Person or any of their respective successors or permitted assigns against any Non-Recourse Party that present or future equity holder, stockholder, member, partner, manager, director, officer, employee (present or former), Affiliate, agent or Representative of any party which is not otherwise expressly identified as a Party party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party party set forth or contained in this Agreement, Agreement or any exhibit or schedule hereto, any other document contemplated hereby hereto or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person certificate delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered in connection contemporaneously herewith, and notwithstanding the fact that any Holder or any of their successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, the Shareholder covenants, agrees and Parent each covenant, agree and acknowledge acknowledges that no Persons person other than the Parties hereto each Holder and their successors and permitted assignees shall have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunderobligation hereunder and that it has no rights of recovery against, and that each Party has no right of recovery recourse hereunder or under this Agreement, the Merger Agreement, the JBA or any claim based on such liabilities, obligations, commitments documents or instruments delivered in connection herewith or therewith shall be had against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, agent, Affiliate, manager or employee of any Holder (or any of their successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of any Holder (or any of their successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, memberequityholder, manager, Affiliate manager or agent member of any of the foregoing (collectivelyeach, but not including the Parties heretoother than any Holder and their successors and permitted assignees, each a “Non-Recourse PartyHolder Affiliate”), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of a Holder against the other Party against any Non-Recourse PartyHolder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise. Without limiting ; provided that (and notwithstanding anything to the foregoingcontrary provided herein or in any document or instrument delivered contemporaneously herewith), no claim will be brought or maintained by nothing herein shall limit the Shareholder, Parent or any rights of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document each of the other Party or parties to the JBA (other than any other Person delivered hereunderHolder) against any Holder under the JBA pursuant to the terms and conditions of the JBA. The Non-Recourse Parties parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be express third-party beneficiaries imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of any Holder under this Section 9.13Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation.

Non-Recourse. Notwithstanding anything All claims or causes of action (whether in contract or in tort, in law or in equity) that may be expressed based upon, arise out of or implied in relate to this Agreement or any document other document, certificate or instrument delivered pursuant hereto, or the negotiation, execution, performance or non-performance of this Agreement or any other document, certificate or instrument delivered pursuant hereto (including any representation or warranty made in or in connection with this Agreement or any other document, certificate or instrument delivered pursuant hereto or as an inducement to enter into this Agreement and the other documents delivered pursuant hereto) may be made only against the Person or Persons that are expressly identified as parties hereto or thereto. In no event shall any Party, or party to the other documents delivered pursuant hereto, have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a named party to this Agreement or the other documents delivered pursuant hereto, including any past, present or future director, manager, officer, employee, incorporator, member, partner, equity holder, Affiliate, agent, attorney or representative of any Party (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or any other document, certificate, information, due diligence materials or instrument delivered in connection herewith, by its acceptance of with the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties transactions contemplated hereby or pursuant hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or for any claim based on on, in respect of, or by reason of this Agreement or any other document, certificate, information, due diligence materials or instrument delivered in connection with the transactions contemplated hereby or pursuant hereto or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, obligations, commitments against, claims and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of obligations against any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “such Non-Recourse Party”), through Party Affiliates. The Parties acknowledge and agree that the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Party Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express are intended third-party beneficiaries of this Section 9.139.15.

Non-Recourse. Notwithstanding anything that may be expressed or implied to the contrary in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments Agreement may only be enforced against, and no personal liability shall attach toany Proceeding for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties to this Agreement (other than with respect to claims of a Purchaser Indemnified Party) and none of the former, current or and future equity holders, controlling personsAffiliates, directors, officers, managers, employees, agentsadvisors, AffiliatesRepresentatives, shareholders, members, managers or general or limited partners managers, partners, successors and assigns of any of either Party party hereto or any Affiliate thereof or any former, current or and future equity holder, controlling personAffiliate, director, officer, manager, employee, general or limited partneradvisor, Representative, shareholder, member, manager, Affiliate or agent partners, successor and assign of any of the foregoing (collectively, but “Related Parties”) that is not including a party hereto shall have any Liability for any Liabilities of the Parties heretoparties hereto for any Proceeding (whether in tort, each contract or otherwise) for breach of this Agreement or in respect of any oral representations made or alleged to be made in connection herewith, none of the parties hereto shall have any rights of recovery in respect hereof against any Related Party that is not a “Non-Recourse Party”), party hereto and no personal Liability shall attach to any Related Party that is not a party hereto through the other Party any party hereto or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim Proceeding (whether in tort, contract or otherwise) by or on behalf of the other Party a party hereto against any Non-Recourse PartyRelated Party that is not a party hereto, by the enforcement of any assessment judgment, fine or by any legal penalty or equitable proceeding, by virtue of any statute, regulation or other applicable Law, or otherwise. Without limiting Notwithstanding anything to the foregoingcontrary in this Section 10.14, no claim will nothing in this Section 10.14 shall be brought deemed to limit any Liabilities of, or maintained by the Shareholderclaims against, Parent any party to any Transaction Document or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified serve as a Party waiver of any right on the part of any party to this Agreementsuch Transaction Document (x) in the case of Fraud and (y) to initiate any Proceeding permitted pursuant to, and no recourse will be brought or granted against any in accordance with the specific terms of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13such Transaction Document.

Non-Recourse. Notwithstanding anything that This Agreement may only be expressed enforced against, and any claim or implied in cause of action based upon, arising out of or related to this Agreement or any document or instrument delivered in connection herewithmay only be brought against, by its acceptance of the benefits of Persons that are expressly named as Parties to this Agreement. Except to the extent a Party to this Agreement, the Shareholder and Parent each covenantno past, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current present or future equity holdersequityholder, controlling personsmember, directorspartner, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling personmanager, director, officer, employeeemployee 115787664v1 (present or former), general or limited partnerAffiliate, member, manager, Affiliate financing source or agent or representative of any Party to this Agreement 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 (collectivelyParties to this Agreement or for any claim based upon, but not including arising out of or related to this Agreement or the Parties hereto, each a “Non-Recourse Party”), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwisetransactions contemplated hereby. Without limiting the foregoing, no claim will be brought or maintained by Parent, Buyer, the ShareholderCompany, Parent Seller or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that officer, director, manager, employee (present or former), equityholder, partner, financing source or Affiliate, or any agent or representative of any of the foregoing, which is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby Agreement or any certificate, instrument, opinion, agreement Exhibit or other document of the other Party Schedule hereto or any other Person certificate delivered hereunderhereunder or otherwise in relation to this Agreement and the transactions contemplated hereby. The Non-Recourse Parties Notwithstanding the foregoing, in no event shall be express third-party beneficiaries of the limitations in this Section 9.1310.18 apply to claims for Fraud against the Party who committed such Fraud.

Non-Recourse. Notwithstanding anything that This Agreement may only be expressed enforced against, and any claim, action, suit, proceeding or implied in investigation based upon, arising out of or related to this Agreement or any document or instrument delivered in connection herewithmay only be brought against, by its acceptance of the benefits of Persons that are expressly named as parties to this Agreement. Except to the extent named as a party to this Agreement, and then only to the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than extent of the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right specific obligations of recovery under such parties set forth in this Agreement, or any claim based on such liabilitiesno past, obligations, commitments against, and no personal liability shall attach to, the former, current present or future equity holdersshareholder, controlling personsmember, directorspartner, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling personmanager, director, officer, employee, general Affiliate, agent or limited partnerAdvisor of any party to this Agreement or any Subsidiary of the Company will have any liability (whether in contract, membertort, managerequity or otherwise) for any of the representations, Affiliate warranties, covenants, agreements or agent other obligations or liabilities of any of the foregoing (collectivelyparties to this Agreement or for any claim, but not including the Parties heretoaction, each a “Non-Recourse Party”)suit, through the other Party proceeding or otherwiseinvestigation based upon, whether by arising out of or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwiserelated to this Agreement. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent by: (a) Purchaser or any member of its Affiliates the Purchaser Group or any of their respective successors or permitted assigns against any Non-Recourse Seller Party that is not otherwise expressly identified as a Party party to this Agreement, and or (b) Seller or any Seller Party or any of their respective successors or permitted assigns against any member of the Purchaser Group that is not otherwise expressly identified as a party to this Agreement, and, in each case, no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party party hereto set forth or contained in this Agreement, Agreement or any exhibit or schedule hereto, any other document contemplated hereby hereto or any certificate, instrument, opinion, agreement document or other document of the other Party or any other Person certificate delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13.

Non-Recourse. Notwithstanding anything All claims or causes of action (whether in contract or in tort, in Law or in equity) that may be expressed based upon, arise out of or implied in relate to this Agreement or the Ancillary Documents, or the negotiation, execution or performance of this Agreement or the Ancillary Documents (including any document representation or instrument delivered warranty made in or in connection herewithwith this Agreement or the Ancillary Documents or as an inducement to enter into this Agreement or the Ancillary Documents), by its acceptance of may be made only against the benefits of entities that are expressly identified as Parties and thereto. No Person who is not a named party to this AgreementAgreement or the Ancillary Documents, the Shareholder and Parent each covenantincluding (a) any past, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current present or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerincorporator, member, managerpartner, Affiliate equityholders (including stockholders and optionholders), Affiliate, agent, attorney or agent representative of any named party to this Agreement or the other Ancillary Documents, and (b) any Debt Financing Party, any affiliate of a Debt Financing Party and any director, officer, employee, incorporator, member, partner, equityholders (including stockholders and optionholders), Affiliate, agent, attorney or representative of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse PartyParty Affiliates”), through the other Party shall have any liability (whether in contract or otherwisein tort, whether by in Law or through attempted piercing of the corporate veilin equity, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation theory that seeks to impose liability of an entity party against its owners or inaccuracy affiliates) for any obligations or liabilities arising under, in connection with or breach related to this Agreement or nonperformance such other Ancillary Document (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or such other Ancillary Document (as the case may be) or the negotiation or execution hereof or thereof; and each Party waives and releases all such liabilities, claims and obligations against any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The such Non-Recourse Parties shall be express thirdParty Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement. Notwithstanding the foregoing, this Section 9.1310.19 shall in no way limit Buyer’s recourse against any Person in the case of Fraud.

Non-Recourse. Notwithstanding anything that to the contrary in this Agreement, this Agreement and any other Transaction Document may only be expressed or implied in enforced against, and any Action for breach of this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreementother Transaction Document may only be made against, the Shareholder entities that are expressly identified herein as parties to this Agreement or such other Transaction Document and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right none of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or and future equity holders, controlling personsAffiliates, directors, officers, managers, employees, agentsadvisors, AffiliatesRepresentatives, shareholders, members, managers or general or limited partners managers, partners, successors and assigns of any of either Party party hereto or any Affiliate thereof or any former, current or and future equity holder, controlling personAffiliate, director, officer, manager, employee, general or limited partneradvisor, Representative, shareholder, member, manager, Affiliate or agent partners, successor and assign of any of the foregoing (collectively, but “Related Parties” XE "Related Parties” \t “10.15” ) that is not including a party hereto or thereto shall have any Liability for any Liabilities of the Parties parties hereto or thereto for any Proceeding (whether in tort, contract or otherwise) for breach of this Agreement, such Transaction Document or in respect of any oral representations made or alleged to be made in connection herewith or therewith, and none of the parties hereto or thereto shall have any rights of recovery in respect hereof against any Related Party that is not a party hereto or thereto and no personal Liability shall attach to any Related Party that is not a party hereto or thereto through any party hereto, each a “Non-Recourse Party”), through the other Party thereto or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim an Action (whether in tort, contract or otherwise) by or on behalf of the other Party a party hereto against any Non-Recourse PartyRelated Party that is not a party hereto or thereto, by the enforcement of any assessment judgment, fine or by any legal penalty or equitable proceeding, by virtue of any statute, regulation or Law, other applicable Law or otherwise. Without limiting Notwithstanding anything to the foregoingcontrary in this Section 10.15, no claim will nothing in this Section 10.15 shall be brought or maintained by the Shareholder, Parent deemed to limit an Action for Fraud or any of its Affiliates Liabilities of, or claims against, any of their respective successors party to any Transaction Document or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified serve as a Party waiver of any right on the part of any party to this Agreementsuch Transaction Document to initiate any Action permitted pursuant to, and no recourse will be brought or granted against any in accordance with, the specific terms of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13such Transaction Document.

Non-Recourse. Notwithstanding anything that may be expressed or implied to the contrary in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments Agreement may only be enforced against, and no personal liability shall attach toany Proceeding for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties to this Agreement and none of the former, current or and future equity holders, controlling personsAffiliates, directors, officers, managers, employees, agentsadvisors, AffiliatesRepresentatives, shareholders, members, managers or general or limited partners managers, partners, successors and assigns of any of either Party party hereto or any Affiliate thereof or any former, current or and future equity holder, controlling personAffiliate, director, officer, manager, employee, general or limited partneradvisor, Representative, shareholder, member, manager, Affiliate or agent partners, successor and assign of any of the foregoing (collectively, but “Related Parties”) that is not including a party hereto shall have any Liability for any Liabilities of the Parties heretoparties hereto for any Proceeding (whether in tort, each contract or otherwise) for breach of this Agreement or in respect of any oral representations made or alleged to be made in connection herewith, none of the parties hereto shall have any rights of recovery in respect hereof against any Related Party that is not a “Non-Recourse Party”), party hereto and no personal Liability shall attach to any Related Party that is not a party hereto through the other Party any party hereto or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim Proceeding (whether in tort, contract or otherwise) by or on behalf of the other Party a party hereto against any Non-Recourse PartyRelated Party that is not a party hereto, by the enforcement of any assessment judgment, fine or by any legal penalty or equitable proceeding, by virtue of any statute, regulation or other applicable Law, or otherwise. Without limiting Notwithstanding anything to the foregoingcontrary in this Section 10.14, no claim will nothing in this Section 10.14 shall be brought deemed to limit any Liabilities of, or maintained by the Shareholderclaims against, Parent any party to any Transaction Document or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified serve as a Party waiver of any right on the part of any party to this Agreementsuch Transaction Document to initiate any Proceeding permitted pursuant to, and no recourse will be brought or granted against any in accordance with the specific terms of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13such Transaction Document.

Non-Recourse. Notwithstanding anything The parties acknowledge that may be expressed (i) no direct or implied indirect equity holder or lender of any party, (ii) no member of any board of managers or special committee of any party or any Affiliate of any party and (iii) no past, present or future director, officer, committee member, employee, incorporator, member, partner or direct or indirect equity holder or lender of any party (such Persons described in clauses (i)-(iii) above, the “Non-Recourse Parties”) is a party to this Agreement or, except as expressly contemplated therein as parties thereto, any Ancillary Agreement. The parties further acknowledge that none of the Non-Recourse Parties, whether individually or collectively, shall have any liability whatsoever of any kind or description for any Liabilities of any party under this Agreement or, except as expressly contemplated therein as parties thereto, any Ancillary Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby or thereby. Accordingly, the parties hereby agree that in the event (a) there is any alleged breach or alleged default or breach or default by any party under this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits Ancillary Agreements or (b) any party has or may have any Claim arising from or relating to the terms of this Agreement or any Ancillary Agreement, the Shareholder and Parent each covenantno party shall, agree and acknowledge that no Persons other than the Parties hereto or shall have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current commence any proceedings or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners otherwise seek to impose any Liability whatsoever of any of either Party kind or any former, current description on or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of against the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party or otherwiseParties, whether by collectively or through attempted piercing of the corporate veilindividually, by reason of such alleged breach, default or through claim, except and only to the extent that a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified contemplated in an Ancillary Agreement as a Party party to this such Ancillary Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13.

Non-Recourse. Notwithstanding anything All claims or causes of action (whether in Contract or in tort, in Law or in equity, or granted by statute) that may be expressed based upon, in respect of, arise under, out of or implied by reason of, be connected with, or related in any manner to this Agreement or any document or instrument delivered in connection herewith, by its acceptance of and the benefits of this Agreement, Transaction may be made only against (and are expressly limited to) the Shareholder and Parent each covenant, agree and acknowledge Persons that no Persons other than the are expressly identified as Parties hereto have (the “Agreement Parties”). No Person who is not an Agreement Party, including any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerincorporator, member, partner, manager, Affiliate stockholder, Affiliate, agent, attorney or agent of representative of, and any financing source for, or financial advisor or lender to, any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse PartyParty Affiliates”), through shall have any liability (whether in Contract or in tort, in Law or in equity, or granted by statute or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to this Agreement or the other Transaction or based on, in respect of, or by reason of this Agreement or the Transaction or their negotiation, execution performance or breach; and, to the maximum extent permitted by Law, each Agreement Party or otherwisewaives and releases all such liabilities, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party claims and obligations against any such Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwiseParty Affiliates. Without limiting the foregoing, no claim will to the maximum extent permitted by Law, (a) each Agreement Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be brought available at Law or maintained in equity, or granted by statute, to avoid or disregard the Shareholder, Parent entity form of an Agreement Party or any otherwise impose liability of its Affiliates or any of their respective successors or permitted assigns against an Agreement Party on any Non-Recourse Party that is not otherwise expressly identified Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise; and (b) each Agreement Party disclaims any reliance upon any Non-Party Affiliates with respect to the performance of this Agreement or the Transaction or any representation or warranty made in, in connection with or as a Party an inducement to this Agreement, and no recourse will be brought Agreement or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunderTransaction. The parties acknowledge and agree that the Non-Recourse Parties shall be express Party Affiliates are intended third-party beneficiaries of this Section 9.1310.17.

Non-Recourse. Notwithstanding anything that Except in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, Acquiror and Merger Sub, this Agreement may only be expressed enforced against, and any claim or implied in cause of action based upon, arising out of, or related to this Agreement or any document or instrument delivered in connection herewiththe transactions contemplated hereby may only be brought against, by its acceptance the Company, Acquiror and Merger Sub as named parties hereto; and (b) except to the extent a party hereto (and then only to the extent of the benefits of this Agreementspecific obligations undertaken by such party hereto), the Shareholder and Parent each covenant(i) no past, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current present or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerincorporator, member, managerpartner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Company, Acquiror or agent Merger Sub and (ii) 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 (collectivelyeach of the foregoing, but not including the Parties hereto, each a “Non-Recourse PartyNonparty Affiliate”)) shall have any liability or obligation (whether in Contract, through the other Party tort, equity or otherwise, or granted by statute whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, limited liability company veil or otherwise. Without limiting the foregoing, no claim will be brought ) for any one or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any more of the representations, warranties, covenants covenants, agreements or agreements other obligations or liabilities of any Party set forth one or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document more of the other Party Company, Acquiror or Merger Sub under this Agreement for any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby, and each party, on behalf of this Section 9.13itself and its Affiliates, hereby irrevocably releases and forever discharges each of the Nonparty Affiliates from any such liability or obligation.

Non-Recourse. Notwithstanding anything that Except in connection with any acts or omissions of Fraud or fraudulent conveyance, this Agreement may only be expressed enforced against, and any claim or implied cause of action based upon, arising under, out of, or in connection with, or related in any manner to this Agreement or any document or instrument delivered the transactions contemplated hereby may only be brought against, the entities that are expressly named as Parties in the preamble of this Agreement (the “Contracting Parties”) and then only with respect to the specific obligations set forth herein with respect to such Contracting Party. Except in connection herewithwith any acts or omissions of Fraud or fraudulent conveyance, by its acceptance of the benefits of this Agreementno Person that is not a Contracting Party, the Shareholder and Parent each covenantincluding any past, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current present or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers Representative or general or limited partners Affiliate of any of either Contracting Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectivelyeach, but not including the Parties hereto, each a “Non-Recourse PartyNonparty Affiliate”), through shall have any 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 arising under, out of, or in connection with, or related in any manner to this Agreement or the transactions contemplated hereby, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach. To the maximum extent permitted by applicable Law, except in connection with any acts or omissions of Fraud or fraudulent conveyance, (a) each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and other obligations and liabilities against any such Nonparty Affiliates, (b) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, whether by and (c) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or through attempted piercing of the corporate veilany representation or warranty made in, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Lawin connection with, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party an inducement to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments All Actions (whether known in contract or unknown in tort, in Law or whether contingent in equity or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party granted by statute or otherwise, whether by or through attempted piercing of the corporate veilcorporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, arise out of or relate to this Voting Agreement or the negotiation, execution, performance or non-performance of this Voting Agreement (including any representation or warranty made in or in connection with this Voting Agreement or as an inducement to enter into this Voting Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto. No Person who is not a named party to this Voting Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement Representative of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party named party to this Voting Agreement that is not otherwise expressly identified as itself a Party named party to this AgreementVoting Agreement (“Non-Party Affiliates”), and no recourse will be brought shall have any liability (whether in Contract or granted against any of themin tort, by virtue of in law or in equity, or based upon any alleged misrepresentation theory that seeks to impose liability of an entity party against its owners or inaccuracy Affiliates) to any party to this Voting Agreement for any obligations or liabilities arising under, in connection with or breach related to this Voting Agreement or nonperformance for any claim based on, in respect of, or by reason of this Voting Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any of the representations, warranties, covenants or agreements of any such Non-Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunderAffiliates. The parties to this Voting Agreement acknowledge and agree that the Non-Recourse Parties shall be express Party Affiliates are intended third-party beneficiaries of this Section 9.135(l). Nothing in this Voting Agreement precludes the parties hereto or any Non-Party Affiliates from exercising any rights under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof, and nothing in this Voting Agreement shall limit the liability or obligations of any Non-Party Affiliates under the Merger Agreement or any other agreement to which they are specifically a party.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document document, agreement, or instrument delivered in connection contemporaneously herewith, and notwithstanding the fact that any party may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, the Shareholder other Transaction Documents and Parent each covenantthe Guaranty, agree covenants, agrees and acknowledge acknowledges that no Persons other than the Parties hereto parties and Purchaser Parent pursuant to the Guaranty shall have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, obligation hereunder and that each Party it has no right rights of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments hereunder against, and no personal liability shall attach torecourse hereunder or under any documents, the formeragreements, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers instruments delivered contemporaneously herewith or general or limited partners in respect of any of either Party oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future equity holder, controlling person, director, officer, agent, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, controlling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, memberstockholder, manager, Affiliate manager or agent member of any of the foregoing (such Persons, collectively, “Non-Party Affiliates”), but in each case not including the Parties hereto, each a “Non-Recourse Party”), through parties or Purchaser Parent pursuant to the other Party or otherwiseGuaranty, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of the other Party such party against any Non-Recourse Partysuch Persons and entities, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise. Without limiting ; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any such Persons, as such, for any obligations of the foregoingapplicable party under this Agreement or the transactions contemplated hereby, no claim will be brought under any documents or maintained by the Shareholderinstruments delivered contemporaneously herewith, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance respect of any of the representationsoral representations made or alleged to be made in connection herewith or therewith, warrantiesor for any claim (whether in tort, covenants contract or agreements of any Party set forth otherwise) based on, in respect of, or contained in this Agreementby reason of, any exhibit such obligations or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereundertheir creation. The Non-Recourse Parties shall be Party Affiliates are express third-third party beneficiaries of the terms of this Section 9.136.14.

Non-Recourse. Notwithstanding anything Each party agrees, on behalf of itself and its Related Parties, that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments all Proceedings (whether known in Contract or unknown in tort, in Law or whether contingent in equity or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party granted by statute or otherwise, whether by or through attempted piercing of the corporate veilcorporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or through a claim by or on behalf relate in any manner to: (a) this Agreement, any of the other Party against Transaction Documents or the Merger (including the Financing) or any Non-Recourse Partyother transactions contemplated hereunder or thereunder; (b) the negotiation, by the enforcement execution or performance of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent this Agreement or any of its Affiliates the other Transaction Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of their respective successors the other Transaction Documents); (c) any breach or permitted assigns violation of this Agreement or any of the other Transaction Documents; and (d) any failure of the Merger (including the Financing) or any other transactions contemplated hereunder or thereunder to be consummated, in each case, may be made only against any Non-Recourse Party the Persons that is not otherwise are, in the case of this Agreement, expressly identified as a Party parties to this Agreement, and in the case of the other Transaction Documents, Persons expressly identified as parties to such Transaction Documents, and their respective successors and assigns, and in accordance with, and subject to the terms and conditions of, this Agreement or such Transaction Documents, as applicable. Notwithstanding anything in this Agreement or any of the other Transaction Documents to the contrary, each party agrees, on behalf of itself and its respective Related Parties, that no recourse under this Agreement or any of the other Transaction Documents or in connection with the Merger (including the Financing) or any other transactions contemplated hereunder or under any other Transaction Document will be brought sought or granted had against the other Person, or its Related Parties, and no other Person, including any Related Party, will have any liabilities or obligations, for any claims arising under, out of, in connection with or related to the items in the immediately preceding clauses (a) through (d), except for claims that (i) the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (B) and (C), in all respects to the limitations set forth in Section 7.2, Section 7.3(d), Section 7.3(e), Section 7.3(f), Section 7.3(g), Section 8.5(b) and this Section 8.16) (A) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreements; (B) against each Equity Investor under, if, as and when required pursuant to the terms and conditions of themits Guarantee; (C) against the Equity Investors for specific performance of their obligation to fund their committed portions of the Equity Financing solely in accordance with, by virtue and pursuant to the terms and conditions of, Section 6 of the Equity Commitment Letters; or based upon (D) against the Company, Parent and Merger Sub in accordance with, and pursuant to the terms and conditions of, this Agreement, or (ii) the third parties identified as third party beneficiaries in Section 8.13 may assert solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents, no Parent Related Party will be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be alleged misrepresentation as a result of this Agreement or inaccuracy any of the other Transaction Documents (excluding under the Confidentiality Agreements in accordance with their terms) or breach the Merger (including the Financing), or nonperformance the termination or abandonment of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13foregoing.

Non-Recourse. Notwithstanding anything that may be expressed or implied to the contrary in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right agrees, on behalf of recovery under itself and its Related Parties, that this Agreement, or any claim based on such liabilities, obligations, commitments Agreement and the other Transaction Documents may only be enforced against, and no personal liability shall attach toany Action (whether in contract or in tort, the formerin Law or in equity or otherwise, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party granted by statute or otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any breach (whether willful, intentional (including an Intentional Breach), unintentional or otherwise), Loss, Liability, damage or otherwise in connection with, relating to or arising out of any Transaction Claims may only be brought against the Entities that are expressly named as parties hereto or thereto and then only with respect to the specific obligations set forth herein or therein with respect to such party, and solely in accordance with, and subject to the terms and conditions of, this Agreement or such other Transaction Document, as applicable. Notwithstanding anything to the contrary in this Agreement, no Debt Financing Source, Related Party or Affiliate of Buyer, Buyer Sub, a claim by Guarantor, Remainco or on behalf Merger Partner, or any former, current or future officers, employees, directors, partners, shareholders, equity holders, managers, members, clients, attorneys, agents, advisors or other Representatives of the a Debt Financing Source, Buyer, Buyer Sub, a Guarantor, Remainco or Merger Partner or of any such Affiliate (each, other Party against any than Buyer, Buyer Sub, a Guarantor, Remainco or Merger Partner, a “Non-Recourse Party, by the enforcement ”) shall have any Liability for any Liabilities of any assessment Party hereto or by thereto under this Agreement or any legal Transaction Document or equitable proceedingfor any Action (whether in contract or in tort, by virtue of any statute, regulation in Law or Lawin equity or otherwise, or granted by statute or otherwise. Without limiting , whether by or through attempted piercing of the foregoingcorporate, no claim will be brought limited partnership or maintained by the Shareholder, Parent limited liability company veil or any of its Affiliates other theory or any of their respective successors doctrine, including alter ego or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party otherwise) in connection with, relating to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance arising out of any of the representationsTransaction Claims, warrantiesother than the obligations of the Guarantors solely in accordance with, covenants and subject to the terms and conditions of, the Guaranty, provided that this sentence shall not (a) limit Remainco and ▇▇▇▇▇▇ Partner’s rights to specific performance in accordance with Section 11.14 or agreements the Equity Commitment Letter, (b) limit the rights or Liabilities of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The (including Non-Recourse Parties shall be express third-Party) with respect to any Transaction Document to which they are a party beneficiaries or (c) limit the rights that the Buyer or any Buyer Related Party may assert against any Debt Financing Source pursuant to the terms and conditions of this Section 9.13.the Debt Financing, the Debt Commitment Letter or any Alternative Debt Commitment Letter. In furtherance and not in limitation of the foregoing, (i) each of Remainco and ▇▇▇▇▇▇ Partner covenants, agrees and

Non-Recourse. (a) Notwithstanding anything that may to the contrary contained herein, no recourse shall be expressed had, whether by levy or implied in this Agreement execution or any document or instrument delivered in connection herewithotherwise, by its acceptance for the payment of the benefits principal of this Agreement, or interest or premium (if any) on the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this AgreementSecurities, or for any claim based on such liabilitiespayments due thereon, obligations, commitments against, and no personal liability shall attach to, against the former, current Seller or future equity holders, controlling personsany of its respective stockholders, directors, officers, employees, agents, Affiliates, members, managers agents or general employees or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent successors and assigns of any of the foregoing (collectivelyforegoing, but not including under any rule of law, statute or constitution, or by the Parties heretoenforcement of any assessment or penalty, each a “Non-Recourse Party”), through the other Party or otherwise, whether by nor shall any of such persons be personally liable for any such amounts or through attempted piercing claims, or liable for any defenses or any judgment based thereon or with respect thereto; provided, that the foregoing shall not (i) constitute a waiver of any rights of the corporate veilPurchaser or its assignees against the Seller for breach of any representations, warranties or covenants contained herein, or (ii) be taken to prevent recourse by the Purchaser to, and the enforcement of its rights against, the Securities or through a claim by any obligor thereunder. (b) No recourse under any obligation, covenant or on behalf agreement of the other Party Purchaser contained in this Agreement shall be had against any Non-Recourse Partyincorporator, stockholder, officer, director or employee of the Purchaser or successors and assigns of any of the foregoing, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, statute or otherwise. Without limiting ; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the foregoingPurchaser, and that no claim will personal liability whatever shall attach to or be brought or maintained incurred by the Shareholderincorporators, Parent stockholders, officers, directors or employees of the Purchaser, or any of its Affiliates them under or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance reason of any of the representations, warrantiesobligations, covenants or agreements of any Party set forth or the Purchaser contained in this Agreement, or implied therefrom, and that any exhibit and all personal liability for breaches by the Purchaser of any such obligations, covenants or schedule heretoagreements either at common law or at equity, or by statute or constitution, of every such incorporator, stockholder, officer, director or employee is hereby expressly waived as a condition of and in consideration for the execution of this Agreement, provided however, that nothing in this Section 6(b) shall relieve any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party foregoing persons or entities from any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13liability arising from his, her or its willful misconduct or intentional misrepresentation.

Non-Recourse. Notwithstanding anything that This Agreement may only be expressed enforced against, and any claim based upon, arising out of, or implied in related to this Agreement or any document the negotiation, execution or instrument delivered in connection herewith, by its acceptance of the benefits performance of this AgreementAgreement may only be brought against, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunderexpressly party hereto, and that each Party has then only with respect to the specific obligations set forth herein or therein with respect to such Persons. For further clarity, no right of recovery under this Agreementpast, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current present or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerincorporator, manager, member, managerpartner, Affiliate equityholder, Affiliate, agent, attorney or agent other representative (in each case, in their capacities as such) of any Person party hereto or of any Affiliate of any Person party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any Member under this Agreement or for any claim based on, in respect of or by reason of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party transactions contemplated hereby or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwisethereby. Without limiting the foregoing, no claim will to the extent permitted by ▇▇▇, (a) each Person party hereto hereby waives and releases all rights, claims, demands, or causes of action that may otherwise be brought available at law or maintained in equity, or granted by statute, to avoid or disregard the Shareholderlegal entity form of any Person party hereto or otherwise impose liability of any Person party hereto on any other Person, Parent whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Person party hereto disclaims any reliance upon any other Person not party hereto with respect to the performance of this Agreement or any of its Affiliates representation or any of their respective successors warranty made in, in connection with, or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party an inducement to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13.

Non-Recourse. Notwithstanding anything that may be expressed herein (including the Senior Guarantee) or implied in this Agreement any other agreement, document, certificate, instrument, statement or omission referred to below to the contrary, the Issuer and the Partnership are liable hereunder and under the Senior Notes only to the extent of the assets of the Issuer and the Partnership and the interest of the Issuer in the Senior Notes and no other person or entity, including, but not limited to, any partner, officer, committee or committee member of the Partnership or any document partner therein or instrument delivered in connection herewith, by its acceptance of any Affiliate of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this AgreementPartnership, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, directorincorporator, officer, employeedirector or shareholder of the Issuer, general or limited partner, member, manager, any Affiliate or agent controlling Person or entity of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Lawforegoing, or otherwise. Without limiting the foregoingany agent, no claim will be brought employee or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance lender of any of the representationsforegoing, warrantiesor any successor, covenants personal representative, heir or agreements assign of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party foregoing, in each case past, present, or as they may exist in the future, shall be liable in any respect (including without limitation the breach of any representation, warranty, covenant, agreement, condition or indemnification or contribution undertaking contained herein or therein) under, in connection with, arising out of, or relating to this Indenture or any other Person agreement, document, certificate, instrument or statement (oral or written) related to, executed or to be executed, delivered hereunderor to be delivered, or made or to be made, or any omission made or to be made, in connection with any of the foregoing or any of the transactions contemplated in any such agreement, document, certificate, instrument or statement. The Non-Recourse Parties Notwithstanding the foregoing, the Holders preserve any personal claims they may have for fraud, liabilities under the Securities Act, and other liabilities that cannot be waived under applicable federal and state laws in connection with the purchase of the Senior Notes; provided, however, that such conduct shall not constitute an Event of Default under this Indenture, the Senior Notes or the Senior Note Mortgage or any document executed in conjunction therewith or otherwise related thereto. Any agreement, document, certificate, statement or other instrument to be executed simultaneously with, in connection with, arising out of or relating to this Indenture, the Senior Notes or any other agreement, document, certificate, statement or instrument referred to above, or any agreement, document, certificate, statement or instrument contemplated hereby shall contain language mutatis mutandis to this paragraph and, if such language is omitted, shall be express third-party beneficiaries of this Section 9.13deemed to contain such language.

Non-Recourse. Notwithstanding anything that may be expressed All claims or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance causes of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments Litigation (whether known in Contract or unknown in tort, in law or whether contingent in equity or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party granted by statute or otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of the any other Party against any Non-Recourse Partytheory or doctrine, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, including alter ego or otherwise. Without limiting the foregoing) that may be based upon, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue arise out of or based upon relate to the Transaction Documents or the negotiation, execution, performance or non-performance of Transaction Documents (including any alleged misrepresentation representation or inaccuracy warranty made in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in connection with this Agreement, any exhibit other Transaction Document or schedule hereto, as an inducement to enter into this Agreement or such other Transaction Document) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to the Transaction Documents have any shared or vicarious liability for the actions or omissions of any other document contemplated hereby Person. No Person who is not a named party to the Transaction Documents (including the Financing Sources), including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any certificatenamed party to this Agreement that is not itself a named party to the Transaction Documents (including the Financing Sources) (“Non-Party Affiliates”), instrumentshall have any Liability (whether in Contract or in tort, opinionin law or in equity or otherwise, agreement or other document granted by statute or otherwise, whether by or through attempted piercing of the other Party corporate, limited partnership or limited liability company veil or any other Person delivered hereundertheory or doctrine, including alter ego or otherwise) to any party to this Agreement for any obligations or Liabilities arising under, in connection with or related to the Transaction Documents or for any claim based on, in respect of, or by reason of the Transaction Documents or their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates (including the Financing Sources). The parties acknowledge and agree that the Non-Recourse Parties shall be express Party Affiliates (including the Financing Sources) are intended third-party beneficiaries of this Section 9.13. Nothing herein shall modify, impact, limit or impair the rights of any party to the Debt Commitment Letter or any document as it relates to any claim or cause of Litigation (whether in Contract or in tort, in law or in equity) that may be based on or relate to the Debt Financing or the negotiation, execution, performance or non-performance of the Debt Commitment Letter or the Debt Financing. Notwithstanding anything to the contrary herein, none of any Parent Related Party, the Company, or any Non-Party Affiliate of the Company shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Debt Financing), or the termination or abandonment of any of the foregoing (provided, for the avoidance of doubt, that nothing in this sentence shall limit any Party’s right to receive a fee pursuant to Section 8.3 hereof).

Non-Recourse. Notwithstanding anything that This Agreement may only be expressed enforced against, and any claim, obligation, liability, action, suit or implied other legal proceeding (whether in contract or tort, in law or in equity, or granted by statue) based upon, arising out of, or related to this Agreement (including any representation or any document or instrument delivered warranty made in, in connection herewithwith, by its acceptance of or as an inducement to, this Agreement), or the benefits negotiation, execution or performance of this Agreement, may only be brought against the Shareholder entities that are expressly named as parties hereto and Parent each covenantonly with respect to the specific obligations set forth herein. No past, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current present or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerincorporator, manager, member, partner, shareholder, Affiliate, agent, attorney or other representative of any party hereto of or any Affiliate of any party hereto, or any past, present or future director, officer, employee, incorporator, manager, Affiliate member, partner, shareholder, Affiliate, agent, attorney or agent other representative of any of the foregoing foregoing, or any of their successors or permitted assigns (collectively, but not including the Parties hereto, each a “Non-Recourse PartyNonparty Affiliates”), through shall have any liability (whether in contract or tort, in law or in equity, or granted by statute) for any obligations or liabilities of any party hereto under this Agreement or for any claim or Action based on, in respect of or by reason of the other transactions contemplated hereby, and, to the maximum extent permitted by law, each Buyer Party and Seller Party hereby waives and releases all such liabilities, claims, causes of action and obligation against any such Nonparty Affiliate. To the maximum extent permitted by law, (a) each Buyer Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Seller Party or otherwiseotherwise impose liability of a Seller Party under this Agreement on any Nonparty Affiliate (including without limitation any Shareholder), whether granted by statute or through attempted based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing of the corporate veil, by fraudulent transfer, improper distribution, unfairness, undercapitalization or through otherwise, and (b) except (i) as expressly provided in the Non-Compete Agreements and (ii) with respect to the performance obligations of Seller Parent in its capacity as a claim by Seller hereunder, each Buyer Party disclaims any reliance upon any Nonparty Affiliates (including without limitation any Shareholder) with respect to the performance of this Agreement or on behalf any representation or warranty made in, in connection with or as an inducement to this Agreement. Notwithstanding anything herein to the contrary, (i) nothing herein shall affect any rights of the other a Buyer Party under any Non-Compete Agreement, (ii) nothing herein shall affect any rights of a Buyer Party against any Non-Recourse PartyPerson (including a Nonparty Affiliate) with respect to any liability, by the enforcement claim, cause of action or Table of Contents other obligation other than any obligation or liability of any assessment or by Seller Party under this Agreement and (iii) nothing herein shall affect any legal or equitable proceeding, by virtue rights of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns a Buyer Party against any Non-Recourse Party that is not otherwise expressly identified as a Party Person in respect of fraud (or the ability to this Agreement, and no recourse will be brought or granted against demonstrate any element thereof) by such Person. Table of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13.Contents

Non-Recourse. Notwithstanding anything that may be expressed or implied Anything contained in this Agreement to the contrary notwithstanding (except as provided below), Lender's recourse with respect to any claims arising under or in connection with this Agreement shall be limited solely to the interest of Manager in the Management Agreement, and none of (i) Manager or any document of its Affiliates, (ii) any Persons who presently or instrument delivered in connection herewiththe future own any direct ownership interest in Manager or any successor of Manager (each, by its acceptance a "Direct Beneficial Owner") or any affiliate thereof, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Manager or any Direct Beneficial Owner of the benefits of this Agreement, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this AgreementAffiliate thereof, or (iv) any claim based on such liabilitiespartner, obligationsprincipal, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holderofficer, controlling person, directorbeneficiary, officertrustee, advisor, shareholder, employee, general or limited partneragent, member, managernominee, Affiliate or agent director of any Person described in clauses (i) through (iii) above shall be personally liable for the performance of any obligation thereunder or the payment of any amount due hereunder; provided, however, that the foregoing limitation on the personal liability of the Persons described in clauses (i) through (iv) above shall not impair the validity of this Agreement or the right of Lender to enforce any of its rights or remedies hereunder or under any of the foregoing (collectively, but not including other Loan Documents upon the Parties hereto, each occurrence of a “Non-Recourse Party”), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified Cash Management Event as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained provided in this Agreement. Nothing contained herein shall release, impair or otherwise affect any exhibit right, remedy or schedule hereto, recourse Lender may have against Manager or Borrower with respect to (a) any other document contemplated hereby fraud or bad faith or any certificatematerial and intentional misrepresentation by Manager or its Affiliates made in connection with the transactions contemplated hereby, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13.(b) bad

Non-Recourse. Notwithstanding anything that may be expressed Except in the case of fraud, in no event will any Company Party seek or implied in this Agreement obtain, nor will it permit any of its Representatives to seek or any document obtain through or instrument delivered in connection herewith, by its acceptance on behalf of the benefits Company, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Non-Recourse Parent Party (as defined in the Equity Commitment Letter) with respect to this Agreement, the Transaction Documents or the transactions contemplated hereby and thereby, or the negotiation or execution hereof (including any breach by any Parent Party), the termination of this Agreement, the Shareholder and Parent each covenantfailure to consummate the transactions contemplated hereby or any claims or actions under applicable Laws arising out of any such breach, agree and acknowledge that no Persons termination or failure, other than from a Parent Party to the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under extent expressly provided for in this Agreement. Except in the case of fraud, in no event will any Parent Party seek or obtain, nor will they permit any claim based of their Representatives or to seek or obtain through or on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners behalf of any Parent Party, nor will they permit any of either Party their Representatives to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnermanager, member, managerpartner, stockholder, agent, Affiliate or agent other Representative of the Company or any of its Subsidiary (each such Person, other than the foregoing (collectivelyCompany or a Subsidiary of the Company, but not including the Parties hereto, each a “Non-Recourse Company Party”)) with respect to this Agreement, through the other Party Transaction Documents or otherwisethe transactions contemplated hereby or thereby, whether by or through attempted piercing of the corporate veil, by negotiation or through a claim by or on behalf of the other Party against execution hereof (including any Non-Recourse Party, breach by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent Company or any of its Affiliates or any Subsidiary), the termination of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document failure to consummate the transactions contemplated hereby or any certificateclaims or actions under applicable Laws arising out of any such breach, instrumenttermination or failure, opinion, agreement other than from the Company or other document of its Subsidiary to the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of extent expressly provided for in this Section 9.13Agreement.

Non-Recourse. Notwithstanding anything that (a) This Agreement may only be expressed enforced against, and any Claim or implied in Action based upon, arising out of, or related to this Agreement Agreement, or any document the negotiation, execution or instrument delivered in connection herewith, by its acceptance of the benefits performance of this Agreement, may only be brought against the Shareholder entities or persons that are expressly named as parties hereto and Parent each covenantthen only with respect to the specific obligations set forth herein with respect to such party. No past, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current present or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, manager, employee, general or limited partnerincorporator, member, managerpartner, Affiliate stockholder, agent, attorney, representative or agent affiliate of any party or any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 15.16 shall limit any liability of the foregoing parties to this Agreement for breaches of the terms and conditions of this Agreement. (collectivelyb) Notwithstanding anything to the contrary contained herein, but not including no Debt Financing Source shall have any liability to the Seller Related Parties hereto, each a “Non-Recourse Party”(other than the Purchaser), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statuteapplicable law, regulation in contract, tort or Lawotherwise, for any obligations or liabilities of the Seller Related Parties hereto or for any claim based on, in respect of, or otherwise. Without limiting by reason of, the foregoingtransactions contemplated hereby (including any dispute arising out of, no claim will be brought or maintained by relating in any way to, the ShareholderDebt Financing, Parent the Debt Commitment Letter or the performance thereof) and neither the Principal, Seller Affiliate, the Sellers, Purchaser or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance Affiliate of any of the representations, warranties, covenants or agreements foregoing shall be entitled to seek specific performance of any Party set forth rights of Purchaser or contained any Affiliate thereof to cause the Debt Financing to be funded; provided that, notwithstanding the foregoing, nothing in this Agreement, Section 15.16(b) shall in any exhibit way limit or schedule hereto, any other document contemplated hereby modify the rights and obligations of Purchaser under this Agreement or under the Debt Commitment Letter or any certificate, instrument, opinion, agreement or other document of Debt Financing Source’s obligations to Purchaser under the other Party or any other Person delivered hereunderDebt Commitment Letter. The Non-Recourse Parties No Debt Financing Source shall be express third-party beneficiaries subject to any special, consequential, punitive or indirect damages or damages of this Section 9.13a tortious nature.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered in connection contemporaneously herewith, and notwithstanding the fact that any Holder or any of their successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent and Holdco by its their acceptance of the benefits of this Agreement, the Shareholder covenants, agrees and Parent each covenant, agree and acknowledge acknowledges that no Persons person other than the Parties hereto each Holder and their successors and permitted assignees shall have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunderobligation hereunder and that it has no rights of recovery against, and that each Party has no right of recovery recourse hereunder or under this Agreement, the Merger Agreement, the JBA or any claim based on such liabilities, obligations, commitments documents or instruments delivered in connection herewith or therewith shall be had against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, agent, Affiliate, manager or employee of any Holder (or any of their successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of any Holder (or any of their successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, memberequityholder, manager, Affiliate manager or agent member of any of the foregoing (collectivelyeach, but not including the Parties heretoother than any Holder and their successors and permitted assignees, each a “Non-Recourse PartyHolder Affiliate”), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of a Holder against the other Party against any Non-Recourse PartyHolder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise. Without limiting ; provided that (and notwithstanding anything to the foregoingcontrary provided herein or in any document or instrument delivered contemporaneously herewith), no claim will be brought or maintained by nothing herein shall limit the Shareholder, Parent or any rights of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document each of the other Party or parties to the JBA (other than any other Person delivered hereunderHolder) against any Holder under the JBA pursuant to the terms and conditions of the JBA. The Non-Recourse Parties parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be express third-party beneficiaries imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of any Holder under this Section 9.13Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation.

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, any Ancillary Agreement or any document document, certificate or instrument delivered in connection herewithherewith or therewith, by its acceptance of each party hereby acknowledges and agrees, to the benefits of this Agreementextent consistent with applicable Law, the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party it has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling personsdirect or indirect equityholders, directors, officers, employees, incorporators, agents, attorneys, representatives, Affiliates, members, managers or managers, general or limited partners or assignees of Buyer, the Stockholders’ Representative, any of either Party Fully Diluted Common Holder or any former, current or future equity holder, controlling persondirect or indirect equityholder, director, officer, employee, incorporator, agent, attorney, representative, general or limited partner, member, manager, Affiliate Affiliate, agent, assignee or agent representative of any of the foregoing (collectivelycollectively (but excluding with respect to Buyer and the Surviving Corporation, but not including recourse against the Parties heretoEscrow Amounts, each a recourse against Tax refunds pursuant to Section 7.4, and setoff recourse against the Contingent Payments pursuant to Sections 2.10(c) and 2.10(d)), the “Non-Recourse PartyParty Affiliates”), through Buyer, the other Party Stockholders’ Representative, any Fully Diluted Common Holder or otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of any Person against Buyer, the other Stockholders, the Stockholders’ Representative or the Party against any Non-Recourse Party, Affiliates by the enforcement of any assessment or by any legal or equitable proceedingLitigation, by virtue of any statute, regulation or Law, or otherwise; provided that this Section 12.16 shall not apply to claims of fraud. Without limiting Notwithstanding anything to the foregoingcontrary herein, no the parties acknowledge and agree that the term “fraud,” as used in this Agreement (and all of the exceptions for fraud in this Agreement), means a claim will be brought or maintained by the Shareholder, Parent for fraud arising under applicable Law and shall not mean a claim for fraud pursuant to this Agreement or any other Ancillary Agreement, and that in no event shall anything in this Agreement be construed to or deemed to create a contractual claim or right of its Affiliates action for fraud pursuant to this Agreement or any other Ancillary Agreement. Notwithstanding anything to the contrary herein, in no event shall any Fully Diluted Common Holder have or be subject to any liabilities (under any theory of their respective successors liability whatsoever, including contract, tort, fraud or permitted assigns against otherwise) in connection with this Agreement or any Non-Recourse Party that is not otherwise expressly identified as a Party Ancillary Agreement, or any certificate or document in connection, or the transactions contemplated hereby or thereby, in excess of the portion of the Merger Consideration and Additional Merger Consideration actually received by such Fully Diluted Common Holder pursuant to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party beneficiaries of this Section 9.13.