Common use of No Recourse to Financing Sources Clause in Contracts

No Recourse to Financing Sources. Notwithstanding anything herein to the contrary, the Partnership Entities agree, on behalf of themselves and each of their former, current or future officers, directors, managers, employees, members, partners, Partnership Unitholders, agents and other representatives and controlled Affiliates (the “Partnership Parties”) that Bank of America, N.A., Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated and any other arranger or lender that is or may become party to the Debt Financing Commitment (as defined in the ATLS Merger Agreement) and any joinder agreements or credit agreements relating thereto and their respective Affiliates (collectively “Financing Sources”), and each of their respective former, current or future general or limited partners, stockholders, managers, members, officers, directors, agents, representatives and Affiliates, and each of their successors and assigns (collectively, “Finance Related Parties”) shall be subject to no liability or claims to the Partnership Parties in connection with the financing of or in any way relating to this Agreement or any of the transactions contemplated hereby or thereby, whether at law, in equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary in this Agreement, (a) no amendment or modification to Section 10.7(c), Section 10.9(c), Section 10.10 or this Section 10.144 (or amendment or modification with respect to any related definitions as they affect Section 10.7(c), Section 10.10 Section 10.9(c) or this Section 10.144) shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Related Parties), (b) no amendment or modification to Section 9.4 (or any amendment or modification with respect to any related definitions as they affect Section 9.4) that would be adverse to the Financing Sources or the Financing Related Parties shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Related Parties), and (c) each Financing Source and Financing Related Party shall be an express third party beneficiary of, and shall have the right to enforce, Section 9.4, Section 10.7(c), Section 10.9(c), Section 10.10 or this Section 10.144. Each of the Parties hereto agrees that Section 10.4 notwithstanding, this Section 10.144 shall be interpreted and any action relating to this provision shall be governed by the laws of the State of New York.

No Recourse to Financing Sources. Notwithstanding anything herein to the contrary, the Partnership Entities agreeSellers agree that (a) neither Sellers, on behalf of themselves and each of their Target nor any former, current or future officers, directors, managers, employees, members, partners, Partnership Unitholders, agents and or other representatives and controlled Affiliates of any Seller or of Target (the collectively, “Partnership Seller Related Parties”) that Bank of America, N.A., Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated and any other arranger or lender that is or may become party to the Debt Financing Commitment (as defined in the ATLS Merger Agreement) and any joinder agreements or credit agreements relating thereto and their respective Affiliates (collectively “Financing Sources”), and each shall have any claim against any Financing Source, any lender participating in the Financing or any of their respective former, current or future general or limited partners, stockholders, managers, members, officers, directors, agents, representatives and representatives, Affiliates, and each of their successors and or assigns (collectively, “Finance Related Parties”), and (b) no Financing Related Party shall be subject have any liability whatsoever to no liability or claims to the Partnership Parties any Seller Related Party, in each case, in connection with the financing of Financing or in any way relating to this Agreement or any of the transactions contemplated hereby or therebyhereby, 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 Finance Related Party. Notwithstanding anything to the contrary in this Agreement, (ai) no amendment or modification to Section 10.7(c), 9.5(c) or Section 10.9(c), Section 10.10 11.10 (in each case as they relate to the Financing and/or the Financing Related Parties) or this Section 10.144 11.18 (or amendment or modification with respect to any related definitions as they affect Section 10.7(c), 9.5(c) or Section 10.10 Section 10.9(c11.10 (in each case as they relate to the Financing and/or the Financing Related Parties) or this Section 10.14411.18) shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable or Financing Related Parties), (b) no amendment or modification to Section 9.4 (or any amendment or modification with respect to any related definitions as they affect Section 9.4) that would be adverse to the Financing Sources or the Financing Related Parties shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Related Parties), Party and (cii) each Financing Source and Financing Related Party shall be an express third party beneficiary of, and shall have the right to enforce, Section 9.4, Section 10.7(c9.5(c), Section 10.9(c), Section 10.10 or 11.10 and this Section 10.14411.18. Each of the Parties hereto agrees that that, Section 10.4 notwithstanding, 11.09 notwithstanding (A) this Section 10.144 11.18 shall be interpreted interpreted, and any action relating to this provision shall be governed by by, the laws Laws of the State of New York, and (B) any legal action or proceeding relating to this Section 11.18, or for recognition and enforcement of any judgment in respect thereof, shall be subject to the exclusive jurisdiction of the courts of the State of New York located in the County of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof. Notwithstanding the foregoing, nothing contained in this Section 11.18 shall constitute or be deemed to constitute or impose a financing contingency with respect to this Agreement, the Transactions or otherwise, and Buyer’s obligations under this Agreement, including those with respect to the consummation of the Transactions, shall not be subject to or conditioned upon Buyer’s ability to obtain Financing from any Financing Source or otherwise.

No Recourse to Financing Sources. Notwithstanding anything herein or in the Financing Commitments to the contrary, (i) no Financing Source shall have any liability for any obligations or liabilities of the parties hereto, or any of their respective Subsidiaries, Affiliates or Representatives, or for any claim (whether in tort, contract or otherwise), based on, in respect of, or by reason of this Agreement, the Financing, the Financing Commitments or the transactions contemplated hereby or thereby or in respect of any oral representations made or alleged to be made in connection herewith or therewith and (ii) neither the Company nor its Subsidiaries, Affiliates or Representatives shall have any rights or claims (whether in tort, contract or otherwise) against any Financing Source based on, in respect of, by reason of, or in any way relating to this Agreement, the Financing, the Financing Commitments or the transactions contemplated hereby or thereby or in respect of any oral representations made or alleged to be made in connection herewith or therewith. Notwithstanding anything herein to the contrary, the Partnership Entities agree, on behalf of themselves and each of their former, current or future officers, directors, managers, employees, members, partners, Partnership Unitholders, agents and other representatives and controlled Affiliates (the “Partnership Parties”) that Bank of America, N.A., Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated and any other arranger or lender that is or may become party than pursuant to the Debt Financing Commitment Commitments with respect to Parent and/or Merger Sub, (as defined i) in the ATLS Merger Agreement) and no event shall any joinder agreements or credit agreements relating thereto and their respective Affiliates (collectively “Financing Sources”)party hereto, and each nor any of their respective former, current or future general or limited partners, stockholders, managers, members, officers, directors, agents, representatives and its Affiliates, and each of their successors the parties hereto hereby agrees not to and assigns to cause its Affiliates not to, (collectivelya) seek to enforce this Agreement against, “Finance Related Parties”make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (b) seek to enforce the commitments against, make any claims for breach of the Debt Commitment Letters against, or seek to obtain any other damages of any kind from, or otherwise xxx, the Financing Sources for any reason, including in connection with the Debt Commitment Letters. Nothing in this Section 8.18 shall in any way limit or qualify the liabilities of the Financing Sources and the other parties to the Financing (or the definitive documents entered into pursuant thereto) to each other thereunder or in connection therewith. No Financing Source shall be subject to no liability any special, consequential, punitive or claims to the Partnership Parties in connection with the financing of indirect damages or in any way relating to this Agreement damages or any of the transactions contemplated hereby or thereby, whether at law, in equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary in this Agreement, (a) no amendment or modification to Section 10.7(c), Section 10.9(c), Section 10.10 or this Section 10.144 (or amendment or modification with respect to any related definitions as they affect Section 10.7(c), Section 10.10 Section 10.9(c) or this Section 10.144) shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Related Parties), (b) no amendment or modification to Section 9.4 (or any amendment or modification with respect to any related definitions as they affect Section 9.4) that would be adverse to the Financing Sources or the Financing Related Parties shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Related Parties), and (c) each Financing Source and Financing Related Party shall be an express third party beneficiary of, and shall have the right to enforce, Section 9.4, Section 10.7(c), Section 10.9(c), Section 10.10 or this Section 10.144. Each of the Parties hereto agrees that Section 10.4 notwithstanding, this Section 10.144 shall be interpreted and any action relating to this provision shall be governed by the laws of the State of New Yorka tortious nature.

No Recourse to Financing Sources. Notwithstanding anything herein to the contrary, the Partnership Entities agree, on behalf of themselves and each of their former, current or future officers, directors, managers, employees, members, partners, Partnership Unitholders, agents and other representatives and controlled Affiliates (the “Partnership Parties”) that Bank of America, N.A., Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated and any other arranger the third party financial institutions arranging or lender that is or may become party to providing the Debt Financing Commitment (as defined in the ATLS Merger Agreement) and any joinder agreements or credit agreements relating thereto and their respective Affiliates Affiliates) (collectively “Financing Sources”), and each of their respective former, current or future general or limited partners, stockholders, managers, members, officers, directors, agents, representatives and Affiliates, and each of their successors and assigns (collectively, “Finance Financing Related Parties”) shall be subject to no liability or claims to the Partnership Parties in connection with the financing of or in any way relating to this Agreement or any of the transactions contemplated hereby or thereby, whether at law, in equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary in this Agreement, (a) no amendment or modification to Section 10.7(c), Section 10.9(c), Section 10.10 ) or this Section 10.144 10.14 (or amendment or modification with respect to any related definitions as they affect Section 10.7(c), Section 10.10 Section 10.9(c) or this Section 10.14410.14) shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Related Parties), ) and (b) no amendment or modification to Section 9.4 (or any amendment or modification with respect to any related definitions as they affect Section 9.4) that would be adverse to the Financing Sources or the Financing Related Parties shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Related Parties), and (c) each Financing Source and Financing Related Party shall be an express third party beneficiary of, and shall have the right to enforce, Section 9.4, enforce Section 10.7(c), Section 10.9(c), Section 10.10 ) or this Section 10.14410.14. Each of the Parties hereto agrees that Section 10.4 notwithstanding, this Section 10.144 10.14 shall be interpreted and any action relating to this provision shall be governed by the laws of the State of New York.

No Recourse to Financing Sources. Notwithstanding anything herein to the contrary, the Partnership Entities agree, on behalf of themselves and each of their former, current or future officers, directors, managers, employees, members, partners, Partnership Unitholders, agents and other representatives and controlled Affiliates (the “Partnership Parties”) that Bank of America, N.A., Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated and any other arranger the third party financial institutions arranging or lender that is or may become party to providing the Debt Financing Commitment (as defined in the ATLS Merger Agreement) and any joinder agreements or credit agreements relating thereto and their respective Affiliates Affiliates) (collectively “Financing Sources”), and each of their respective former, current or future general or limited partners, stockholders, managers, members, officers, directors, agents, representatives and Affiliates, and each of their successors and assigns (collectively, “Finance Financing Related Parties”) shall be subject to no liability or claims to the Partnership Parties in connection with the financing of or in any way relating to this Agreement or any of the transactions contemplated hereby or thereby, whether at law, in equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary in this Agreement, (a%3) no amendment or modification to Section 10.7(c), Section 10.9(c), Section 10.10 ) or this Section 10.144 10.14 (or amendment or modification with respect to any related definitions as they affect Section 10.7(c), Section 10.10 Section 10.9(c) or this Section 10.14410.14) shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Related Parties), (b) no amendment or modification to Section 9.4 (or any amendment or modification with respect to any related definitions as they affect Section 9.4) that would be adverse to the Financing Sources or the Financing Related Parties shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Related Parties), and (c%3) each Financing Source and Financing Related Party shall be an express third party beneficiary of, and shall have the right to enforce, Section 9.4, enforce Section 10.7(c), Section 10.9(c), Section 10.10 ) or this Section 10.14410.14. Each of the Parties hereto agrees that Section 10.4 notwithstanding, this Section 10.144 10.14 shall be interpreted and any action relating to this provision shall be governed by the laws of the State of New York.

No Recourse to Financing Sources. Notwithstanding anything herein to the contrary, the Partnership Entities agree, on behalf of themselves and each of their former, current or future officers, directors, managers, employees, members, partners, Partnership Unitholders, agents and other representatives and controlled Affiliates (the “Partnership Parties”) that Bank of America, N.A., Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated Parent’s and any other arranger or lender that is or may become party to the Debt Financing Commitment (as defined in the ATLS Merger Agreement) and any joinder agreements or credit agreements relating thereto Sub’s financial institutions and their respective Affiliates (collectively “Financing Sources”), and each of their respective former, current or future general or limited partners, stockholders, managers, members, officers, directors, agents, representatives and Affiliates, and each of their successors and assigns (collectively, “Finance Related Parties”) shall not be subject to no any liability or claims to the Partnership Parties in connection with the financing of or in any way relating to this Agreement or any of the transactions contemplated hereby or thereby, whether at law, in equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary in this Agreement, (a) no amendment or modification to Section 10.7(c10.6(c), Section 10.9(c), Section 10.10 10.8(c) or this Section 10.144 10.13 (or amendment or modification with respect to any related definitions as they affect Section 10.7(c10.6(c), Section 10.10 Section 10.9(c10.8(c) or this Section 10.14410.13) shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Finance Related Parties), ) and (b) no amendment or modification to Section 9.4 (or any amendment or modification with respect to any related definitions as they affect Section 9.4) that would be adverse to the Financing Sources or the Financing Related Parties shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Related Parties), and (c) each Financing Source and Financing Finance Related Party shall be an express third party beneficiary of, and shall have the right to enforce, the second paragraph of Section 9.4, Section 10.7(c10.6(c), Section 10.9(c), Section 10.10 10.8(c) or this Section 10.14410.13 and any other claims or actions against any of the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the financing or the performance thereof. Each of the Parties hereto agrees that Section 10.4 10.3 notwithstanding, this Section 10.144 10.13 shall be interpreted and any action relating to this provision shall be governed by the laws of the State of New York.. Exhibit A IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in counterparts by their duly authorized officers, all as of the day and year first written above. PARENT: VANGUARD NATURAL RESOURCES, LLC By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: President & CEO MERGER SUB: LIGHTHOUSE MERGER SUB, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Person

No Recourse to Financing Sources. Notwithstanding anything herein to the contrary, the Partnership Entities agree, on behalf of themselves and each of their former, current or future officers, directors, managers, employees, members, partners, Partnership Unitholders, agents and other representatives and controlled Affiliates (the “Partnership Parties”) that Bank of America, N.A., Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated Parent’s and any other arranger or lender that is or may become party to the Debt Financing Commitment (as defined in the ATLS Merger Agreement) and any joinder agreements or credit agreements relating thereto Sub’s financial institutions and their respective Affiliates (collectively “Financing Sources”), and each of their respective former, current or future general or limited partners, stockholders, managers, members, officers, directors, agents, representatives and Affiliates, and each of their successors and assigns (collectively, “Finance Related Parties”) shall not be subject to no any liability or claims to the Partnership Parties in connection with the financing of or in any way relating to this Agreement or any of the transactions contemplated hereby or thereby, whether at law, in equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary in this Agreement, (a) no amendment or modification to Section 10.7(c10.6(c), Section 10.9(c), Section 10.10 10.8(c) or this Section 10.144 10.13 (or amendment or modification with respect to any related definitions as they affect Section 10.7(c10.6(c), Section 10.10 Section 10.9(c10.8(c) or this Section 10.14410.13) shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Finance Related Parties), ) and (b) no amendment or modification to Section 9.4 (or any amendment or modification with respect to any related definitions as they affect Section 9.4) that would be adverse to the Financing Sources or the Financing Related Parties shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Related Parties), and (c) each Financing Source and Financing Finance Related Party shall be an express third party beneficiary of, and shall have the right to enforce, the second paragraph of Section 9.4, Section 10.7(c10.6(c), Section 10.9(c), Section 10.10 10.8(c) or this Section 10.14410.13 and any other claims or actions against any of the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the financing or the performance thereof. Each of the Parties hereto agrees that Section 10.4 10.3 notwithstanding, this Section 10.144 10.13 shall be interpreted and any action relating to this provision shall be governed by the laws of the State of New York.. Exhibit A

No Recourse to Financing Sources. Notwithstanding anything herein to the contrary, the Partnership Entities agreeShareholder agrees that neither it, on behalf nor any of themselves and each of their its former, current or future officers, directors, managers, employees, members, partners, Partnership Unitholders, agents and or other representatives and controlled Affiliates (the collectively, “Partnership Seller Related Parties”) that Bank of America, N.A., Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated and any other arranger or lender that is or may become party to the Debt Financing Commitment (as defined in the ATLS Merger Agreement) and any joinder agreements or credit agreements relating thereto and their respective Affiliates (collectively “Financing Sources”), and each shall have any claim against any Financing Source, any lender participating in the Financing or any of their respective former, current or future general or limited partners, stockholders, managers, members, officers, directors, agents, representatives and Representatives, Affiliates, and each of their successors and or assigns (collectively, “Finance Financing Related Parties”) ), nor shall be subject any Financing Related Party have any liability whatsoever to no liability or claims to the Partnership Parties any Seller Related Party, in connection with the financing of Financing or in any way relating to this Agreement or any of the transactions contemplated hereby or therebyhereby, whether at law, in equity, in contract, in tort or otherwise, in each case, whether arising, in whole or in part, out of the comparative, contributory or sole negligence by any Finance Related Party. Notwithstanding anything to the contrary in this Agreement, (a) no amendment or modification to Section 10.7(c), Section 10.9(c), Section 10.10 or this Section 10.144 11.15 (or amendment or modification with respect to any related definitions as they affect Section 10.7(c), Section 10.10 Section 10.9(c) or this Section 10.14411.15) shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable or Financing Related Parties), Party and (b) no amendment or modification to Section 9.4 (or any amendment or modification with respect to any related definitions as they affect Section 9.4) that would be adverse to the Financing Sources or the Financing Related Parties shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Related Parties), and (c) each Financing Source and Financing Related Party shall be an express third party beneficiary of, and shall have the right to enforce, Section 9.4, Section 10.7(c), Section 10.9(c), Section 10.10 or this Section 10.14411.15. Each of the Parties hereto agrees that agrees, Section 10.4 11.6 notwithstanding, (u) that this Section 10.144 provision shall be interpreted interpreted, and any action relating to this provision provision, shall be governed by the laws of the State of New York and any legal action or proceeding relating to this Section 11.15, or for recognition and enforcement of any judgment in respect thereof, to the non exclusive general jurisdiction of the courts of the State of New York located in the County of New York., the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof, (v) not to bring or permit any of its Affiliates or Representatives to bring or support anyone else in bringing any such action in any other court, (w) that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 11.1 shall be effective service of process against it for any such action brought in any such court, (x) to waive and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court, (y) that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and (z) to irrevocably waive and hereby waives any right to a trial by jury in any such action. This Section 11.15 is intended to benefit and may be enforced by the Financing Sources and the Finance Related Parties. * * * * *

No Recourse to Financing Sources. Notwithstanding anything herein to the contrary, the Partnership Entities agree, on behalf of themselves and each of their former, current or future officers, directors, managers, employees, members, partners, Partnership Unitholders, agents and other representatives and controlled Affiliates (the “Partnership Parties”) that Bank of America, N.A., Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated Parent’s and any other arranger or lender that is or may become party to the Debt Financing Commitment (as defined in the ATLS Merger Agreement) and any joinder agreements or credit agreements relating thereto Sub’s financial institutions and their respective Affiliates (collectively “Financing Sources”), and each of their respective former, current or future general or limited partners, stockholders, managers, members, officers, directors, agents, representatives and Affiliates, and each of their successors and assigns (collectively, “Finance Related Parties”) shall not be subject to no any liability or claims to the Partnership Parties in connection with the financing of or in any way relating to this Agreement or any of the transactions contemplated hereby or thereby, whether at law, in equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary in this Agreement, (a) no amendment or modification to Section 10.7(c10.6(c), Section 10.9(c), Section 10.10 10.8(c) or this Section 10.144 10.13 (or amendment or modification with respect to any related definitions as they affect Section 10.7(c10.6(c), Section 10.10 Section 10.9(c10.8(c) or this Section 10.14410.13) shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Finance Related Parties), ) and (b) no amendment or modification to Section 9.4 (or any amendment or modification with respect to any related definitions as they affect Section 9.4) that would be adverse to the Financing Sources or the Financing Related Parties shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Related Parties), and (c) each Financing Source and Financing Finance Related Party shall be an express third party beneficiary of, and shall have the right to enforce, the second paragraph of Section 9.4, Section 10.7(c10.6(c), Section 10.9(c), Section 10.10 10.8(c) or this Section 10.14410.13 and any other claims or actions against any of the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the financing or the performance thereof. Each of the Parties hereto agrees that Section 10.4 10.3 notwithstanding, this Section 10.144 10.13 shall be interpreted and any action relating to this provision shall be governed by the laws of the State of New York.

No Recourse to Financing Sources. Notwithstanding anything herein to the contrary, the Partnership Entities agree, on behalf of themselves and each of their former, current or future officers, directors, managers, employees, members, partners, Partnership Unitholders, agents and other representatives and controlled Affiliates (the “Partnership Parties”) that Bank of AmericaParent’s, N.A., Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated Parent GP’s and any other arranger or lender that is or may become party to the Debt Financing Commitment (as defined in the ATLS Merger Agreement) and any joinder agreements or credit agreements relating thereto Sub’s financial institutions and their respective Affiliates (collectively “Financing Sources”), and each of their respective former, current or future general or limited partners, stockholders, managers, members, officers, directors, agents, representatives and Affiliates, and each of their successors and assigns (collectively, “Finance Related Parties”) shall be subject to no liability or claims to the Partnership Parties in connection with the financing of or in any way relating to this Agreement or any of the transactions contemplated hereby or thereby, whether at law, in equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary in this Agreement, (a) no amendment or modification to Section 10.7(c10.6(c), Section 10.9(c), Section 10.10 10.8(c) or this Section 10.144 10.13 (or amendment or modification with respect to any related definitions as they affect the second paragraph of Section 10.7(c10.6(c), Section 10.10 Section 10.9(c10.8(c) or this Section 10.14410.13) shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Related Parties), (b) no amendment or modification to Section 9.4 (or any amendment or modification with respect to any related definitions as they affect Section 9.4) that would be adverse to the Financing Sources or the Financing Related Parties shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Related Parties), and (c) each Financing Source and Financing Related Party shall be an express third party beneficiary of, and shall have the right to enforce, the second paragraph of Section 9.4, Section 10.7(c10.6(c), Section 10.9(c), Section 10.10 10.8(c) or this Section 10.14410.13. Each of the Parties hereto agrees that Section 10.4 10.3 notwithstanding, this Section 10.144 10.13 shall be interpreted and any action relating to this provision shall be governed by the laws of the State of New York.

No Recourse to Financing Sources. Notwithstanding anything herein to the contrary, the Partnership Entities agree, on behalf of themselves and each of their former, current or future officers, directors, managers, employees, members, partners, Partnership Unitholders, agents and other representatives and controlled Affiliates (the “Partnership Parties”) that Bank of America, N.A., Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated and any other arranger or lender that is or may become party to the Debt Financing Commitment (as defined in the ATLS Merger Agreement) and any joinder agreements or credit agreements relating thereto and their respective Affiliates (collectively “Financing Sources”), and each of their respective former, current or future general or limited partners, stockholders, managers, members, officers, directors, agents, representatives and Affiliates, and each of their successors and assigns (collectively, “Finance Related Parties”) shall be subject to no liability or claims to the Partnership Parties in connection with the financing of or in any way relating to this Agreement or any of the transactions contemplated hereby or thereby, whether at law, in equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary in this Agreement, (a) no amendment or modification to Section 10.7(c), Section 10.9(c), Section 10.10 or this Section 10.144 (or amendment or modification with respect to any related definitions as they affect Section 10.7(c), Section 10.10 Section 10.9(c) or this Section 10.144) shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Related Parties), (b) no amendment or modification to Section 9.4 (or any amendment or modification with respect to any related definitions as they affect Section 9.4) that would be adverse to the Financing Sources or the Financing Related Parties shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Related Parties), and (c) each Financing Source and Financing Related Party shall be an express third party beneficiary of, and shall have the right to enforce, Section 9.4, Section 10.7(c), Section 10.9(c), Section 10.10 or this Section 10.144. Each of the Parties hereto agrees that Section 10.4 notwithstanding, this Section 10.144 shall be interpreted and any action relating to this provision shall be governed by the laws of the State of New York.that