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. (a) Notwithstanding anything herein to the contrary, the Partnership Entities agreeeach Contributor Party 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 (collectively, the “Partnership Contributor 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 Acquisition Financing or any of their respective former, current or future direct or indirect equityholders, general or limited partners, stockholders, managers, members, directors, officers, directorsemployees, attorneys, agents, representatives and representatives, Affiliates, and each of their successors and or assigns (collectively, the “Finance Related Parties”) ), nor shall be subject any Finance Related Party have any liability whatsoever to no liability or claims to the Partnership Parties any Contributor Related Party, in connection with the financing of Acquisition 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 or otherwise. (b) Notwithstanding anything to the contrary in this Agreement, (ai) no amendment or modification to Section 10.7(c), Section 10.9(c), Section 10.10 or this Section 10.144 10.12 (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 10.14410.12) shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Finance 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 Finance 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. 10.12. (c) Each of the Parties hereto agrees that that, Section 10.4 9.1 notwithstanding, this Section 10.144 provision shall be interpreted interpreted, and any action relating to this provision provision, shall be governed by the laws Laws of the State of New YorkYork without regard to the conflict of Laws provisions thereof that would cause the laws of another state to apply. (d) Notwithstanding anything to the contrary contained elsewhere herein (including Section 9.1), the Parties hereby further agree that no Party will bring any legal action or proceeding against any Financing Source in any way relating to this Agreement, the Acquisition Financings, or any of the transactions contemplated hereby or thereby, including any dispute arising out of or relating in any way to the Commitment Letter or any other letter or agreement related to any of the Acquisition Financings, the Commitment Letter or the performance thereof, in any forum other than any New York State court sitting in the borough of Manhattan, or, if, under applicable law, exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof) and each of the Parties hereto consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. (e) This Section 10.12 is intended to benefit and may be enforced by the Finance Related Parties.

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”a) 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 contained herein, except as provided in this Agreement, (a) no amendment or modification to Section 10.7(c8.15(b), 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 Company (on behalf of themselves itself and its Affiliates and each officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof (as each of the foregoing is determined prior to the Closing Date)): i. hereby waives any claims or rights against any Financing Source, and agrees that the Financing Sources shall have no liability, relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letters and the applicable transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise arising prior to the Closing Date; ii. hereby agrees not to commence prior to the Closing Date any suit, action or proceeding against any Financing Related Parties)Source in connection with this Agreement, the Debt Financing, the Debt Commitment Letters and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise; and iii. hereby agrees to cause any suit, action or proceeding asserted against any Financing Source prior to the Closing Date by or on behalf of the Company, any of its Affiliates or any officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof (as each of the foregoing is determined prior to the Closing Date) in connection with this Agreement, the Debt Financing, the Debt Commitment Letters and the transactions contemplated hereby and thereby to be dismissed or otherwise terminated. (b) no amendment The provisions of Section 8.15(a) shall not apply to any claims or modification rights, suit, action or proceeding against any Financing Sources relating to Section 9.4 or arising out of any Contract (other than this Agreement, the Debt Commitment Letter or any amendment Contract entered into in connection with or modification with respect in contemplation of the Merger, the Debt Financing and the transactions contemplated hereby and thereby) to which any related definitions as they affect Section 9.4) that would be adverse to of the Company or its Affiliates and each officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof, on the one hand, and any of the Financing Sources Parties, on the other hand, are, were 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 may become parties or 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 Yorkbeneficiaries.

No Recourse to Financing Sources. (a) Notwithstanding anything herein to the contrary, the Partnership Entities agreeeach Party agrees that neither it, on behalf nor any of themselves and each of their its former, current or future officersRelated Parties, directorsshall have any claim against any Financing Source, 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 participating in the Debt Financing Commitment (as defined in the ATLS Merger Agreement) and or 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 representatives, Affiliates, and each of their successors and or assigns (collectivelyeach, a “Finance Related PartiesParty”) ), nor shall be subject any Finance Related Party have any liability whatsoever to no liability any former, current or claims to the Partnership Parties future Related Party, in connection with the financing of Debt Financing or in any way relating to this Agreement or any of the transactions contemplated hereby or therebyAgreement, 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. (b) Notwithstanding anything to the contrary in this Agreement, (ai) 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 Financing or Finance 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 Finance 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. 11.15. (c) Each of the Parties hereto agrees that that, Section 10.4 11.07 notwithstanding, this Section 10.144 11.15 shall be interpreted interpreted, and any action Proceeding relating to this provision Section 11.15, shall be governed by the laws Laws of the State of New YorkYork without regard to the conflict of laws provisions thereof that would cause the laws of another state to apply. (d) Notwithstanding anything to the contrary contained elsewhere herein (including Section 11.07), the Parties hereby further agree that no Party will bring any Proceeding against any Financing Source in any way relating to this Agreement, the Debt Financing, or any of the transactions contemplated hereby or thereby, including any dispute arising out of or relating in any way to a commitment letter, engagement letter or any other letter or agreement related to any of the Debt Financing or the performance thereof, in any forum other than any New York State court sitting in the borough of Manhattan (and appellate courts thereof), or, if, under Applicable Law, exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof) and each of the Parties consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. [The remainder of this page has been intentionally left blank; signature pages follow.]

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

No Recourse to Financing Sources. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, each of Blocker and the Partnership Entities agreeSellers, on behalf of themselves and each their Subsidiaries, including the Company and its Subsidiaries, hereby: (a) agrees that it will not bring or support any person, or permit any of their former, current its Affiliates 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 Representatives (collectively “in each case, other than Buyer) to bring or support any person, in any Action, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources”), the Investors, and each of their respective former, current or future general or limited partners, stockholders, managers, members, officers, directors, agents, representatives Affiliates and AffiliatesRepresentatives, and each of their respective successors and assigns (collectivelyin each case, other than Buyer) (the “Finance Financing Source 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 by this Agreement, including any dispute arising out of or relating in any way to the Financing or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York, so long as such forum is and remains available, and any appellate court thereof and each Party irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court; (b) agrees that, except to the extent relating to the interpretation of any of the provisions of this Agreement (including any provision of any definitive agreement governing any Financing that expressly specifies that the interpretation of such provision shall be governed by, and construed in accordance with, the laws of the State of Delaware), all Actions (whether at law, in equity, in contract, in tort or otherwise. Notwithstanding anything to ) against any of 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 Parties in any amendment or modification with respect to any related definitions as they affect Section 9.4) that would be adverse way relating to the Financing Sources or the Financing Related Parties performance thereof or the financings contemplated thereby, shall be effective without the prior written consent of each Financing Source (on behalf of themselves and the applicable Financing Related Parties)exclusively governed by, and (c) each Financing Source and Financing Related Party shall be an express third party beneficiary ofconstrued in accordance with, 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 internal laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; (c) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (WHETHER AT LAW OR IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING IN ANY WAY TO THE FINANCING OR THE PERFORMANCE THEREOF OR THE FINANCING CONTEMPLATED THEREBY; (d) agrees that service of process upon the Company, its Subsidiaries, Blocker and the Sellers in any such Action or proceeding shall be effective if notice is given in accordance with Section 10.4; (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court; (f) agrees that none of the Financing Source Related Parties will have any liability to the Company, Blocker, the Sellers or any of their respective Affiliates, and their respective Representatives, and their respective successors and assigns (in each case, other than Buyer) relating to or arising out of this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; and (g) agrees that the Financing Source Related Parties are express third party beneficiaries of, and may enforce, any of the provisions in this Agreement reflecting the foregoing agreements in this Section 10.19 and such provisions and the definition of “Financing Sources,” “Investors” and “Financing Source Related Parties” shall not be amended in any way adverse to the Financing Source Related Parties without the prior written consent of the Financing Sources and the Investors (as applicable).

No Recourse to Financing Sources. Notwithstanding anything herein to the contrarycontrary herein, the Partnership Entities agreeCompany, on behalf of themselves itself and each the Company Related Parties, hereby (a) acknowledges that none 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 Financing Sources shall have any other arranger or lender that is or may become party liability to the Debt Financing Commitment (as defined in the ATLS Merger Agreement) and Company or 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 Company 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 Party under this Agreement or for any of claim made by the Company or any Company Related Party based on, in respect of, or by reason of, the transactions contemplated hereby hereby, including any dispute relating to, or therebyarising from, the Debt Financing, the Commitment Letter or the performance thereof, (b) waives any rights or claims of any kind or nature (whether at law, in law or in equity, in contract, in tort or otherwise) the Company or any Company Related Party may have against any Financing Source relating to this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, and (c) agrees not to commence (and, if commenced, agrees to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Financing Source in connection with this Agreement, the Debt Financing, the Commitment Letter or the transactions contemplated hereby or thereby. Nothing in this Section 9.11 will limit the rights of Parent or Merger Sub or any Parent Related Party in respect of the Debt Financing under any commitment letter related thereto. Without limiting the foregoing, no Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature to a Company Related Party. Notwithstanding anything to the contrary in this Agreement, each of the Parties to this Agreement agrees that (ai) no amendment it will not bring or modification support any Proceeding or claim of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to Section 10.7(c)this Agreement or the Merger, Section 10.9(c), Section 10.10 including any dispute arising out of or this Section 10.144 (or amendment or modification with respect to relating in 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 way to the Financing Sources or the Financing Related Parties shall be effective without performance thereof, in any forum other than the prior written consent Supreme Court of each Financing Source the State of New York, County of New York or, if under applicable law jurisdiction is vested in the Federal Courts, the United States District Court for the Southern District of New York (on behalf of themselves and the applicable Financing Related Parties), appellate courts thereof) and (cii) each Financing Source and Financing Related Party shall be an express third any such action, cause of action, claim, cross-claim or third-party beneficiary ofclaim of any kind or description, and shall have the right to enforcewhether in law or equity, Section 9.4whether in contract or in tort or otherwise, 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 YorkYork without regard to the conflicts of laws rules thereof; provided that (i) the interpretation of the definition of Company Material Adverse Effect and whether or not a Company Material Adverse Effect has occurred, (ii) the determination of the accuracy of any representations and warranties set forth herein and whether as a result of any inaccuracy thereof Parent, Merger Sub or any of their respective Affiliates has the right to terminate its obligations under this Agreement, or to decline to consummate the transactions contemplated hereby, and (iii) the determination of whether the transactions contemplated hereby have been consummated in accordance with the terms of this Agreement, in each case, shall be governed by, and construed and interpreted solely in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws rules thereof.

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”a) 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 contained herein, except as provided in this Agreement, (a) no amendment or modification to Section 10.7(c8.15(b), 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 Company (on behalf of themselves itself and its Affiliates and each officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof (as each of the foregoing is determined prior to the Closing Date)): i. hereby waives any claims or rights against any Financing Source, and agrees that the Financing Sources shall have no liability, relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letters and the applicable transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise arising prior to the Closing Date; ii. hereby agrees not to commence prior to the Closing Date any suit, action or proceeding against any Financing Related Parties)Source in connection with this Agreement, the Debt Financing, the Debt Commitment Letters and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise; and iii. hereby agrees to cause any suit, action or proceeding asserted against any Financing Source prior to the Closing Date by or on behalf of the Company, any of its Affiliates or any officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof (as each of the foregoing is determined prior to the Closing Date) in connection with this Agreement, the Debt Financing, the Debt Commitment Letters and the transactions contemplated hereby and thereby to be dismissed or otherwise terminated. (b) no amendment The provisions of Section 8.15(a) shall not apply to any claims or modification rights, suit, action or proceeding against any Financing Sources relating to Section 9.4 or arising out of any Contract (other than this Agreement, the Debt Commitment Letter or any amendment Contract entered into in connection with or modification with respect in contemplation of the Merger, the Debt Financing and the transactions contemplated hereby and thereby) to which any related definitions as they affect Section 9.4) that would be adverse to of the Company or its Affiliates and each officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof, on the one hand, and any of the Financing Sources Parties, on the other hand, are, were 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 may become parties or 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 10.144beneficiaries. 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.-84-

No Recourse to Financing Sources. Notwithstanding anything herein to the contrarycontrary herein, the Partnership Entities agreeCompany, on behalf of themselves itself and each the Company Related Parties, hereby (a) acknowledges that none 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 Financing Sources shall have any other arranger or lender that is or may become party liability to the Debt Financing Commitment (as defined in the ATLS Merger Agreement) and Company or 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 Company 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 Party under this Agreement or for any of claim made by the Company or any Company Related Party based on, in respect of, or by reason of, the transactions contemplated hereby hereby, including any dispute relating to, or therebyarising from, the Debt Financing, the Commitment Letter or the performance thereof, (b) waives any rights or claims of any kind or nature (whether at law, in law or in equity, in contract, in tort or otherwise) the Company or any Company Related Party may have against any Financing Source relating to this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, and (c) agrees not to commence (and, if commenced, agrees to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Financing Source in connection with this Agreement, the Debt Financing, the Commitment Letter or the transactions contemplated hereby or thereby. Nothing in this ‎Section 9.11 will limit the rights of Parent or Merger Sub or any Parent Related Party in respect of the Debt Financing under any commitment letter related thereto. Without limiting the foregoing, no Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature to a Company Related Party. Notwithstanding anything to the contrary in this Agreement, each of the Parties to this Agreement agrees that (ai) no amendment it will not bring or modification support any Proceeding or claim of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to Section 10.7(c)this Agreement or the Merger, Section 10.9(c), Section 10.10 including any dispute arising out of or this Section 10.144 (or amendment or modification with respect to relating in 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 way to the Financing Sources or the Financing Related Parties shall be effective without performance thereof, in any forum other than the prior written consent Supreme Court of each Financing Source the State of New York, County of New York or, if under applicable law jurisdiction is vested in the Federal Courts, the United States District Court for the Southern District of New York (on behalf of themselves and the applicable Financing Related Parties), appellate courts thereof) and (cii) each Financing Source and Financing Related Party shall be an express third any such action, cause of action, claim, cross-claim or third-party beneficiary ofclaim of any kind or description, and shall have the right to enforcewhether in law or equity, Section 9.4whether in contract or in tort or otherwise, 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 YorkYork without regard to the conflicts of laws rules thereof; provided that (i) the interpretation of the definition of Company Material Adverse Effect and whether or not a Company Material Adverse Effect has occurred, (ii) the determination of the accuracy of any representations and warranties set forth herein and whether as a result of any inaccuracy thereof Parent, Merger Sub or any of their respective Affiliates has the right to terminate its obligations under this Agreement, or to decline to consummate the transactions contemplated hereby, and (iii) the determination of whether the transactions contemplated hereby have been consummated in accordance with the terms of this Agreement, in each case, shall be governed by, and construed and interpreted solely in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws rules thereof.

No Recourse to Financing Sources. (a) Notwithstanding anything herein to the contrary, it is acknowledged and agreed that all claims, obligations, liabilities or causes of action, whether at law, in equity, in contract, in tort or otherwise, 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, the Partnership Entities agreenegotiation, on behalf execution or performance of themselves this Agreement (including any representation or warranty made in, in connection with, or as an inducement to enter into, this Agreement) or the transactions contemplated by this Agreement may be made only against (and each of their formerare those solely of) the entities that are expressly identified as parties to this Agreement in the Preamble to this Agreement. Notwithstanding anything herein to the contrary, current or future officersSellers agree that the Financing Sources, 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 Financing Source’s Affiliates or lender that is any of its 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 its Affiliates’ former, current or future general or limited partners, stockholders, managers, members, officers, directorscontrolling persons, agents, representatives and Affiliatesemployees, and each accountants, consultants, legal counsel, financial advisors or any of their successors and assigns (collectivelyor assigns, “Finance Related Parties”) shall be subject to no liability or claims to the Partnership Parties Sellers (i) in connection with the financing of Debt Financing or (ii) 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. . (b) Notwithstanding anything to the contrary in this Agreement, each of the Parties agrees that: (ai) no amendment it will not bring or modification to Section 10.7(c)support any action of any kind or description, Section 10.9(c)whether in law or in equity, Section 10.10 whether in contract or this Section 10.144 (in tort or amendment or modification with respect to otherwise, against 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 in any action way relating to this provision Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof, in any forum other than federal and New York state courts located in the Borough of Manhattan within the City of New York (and appellate courts thereof); (ii) except as specifically set forth in the Debt Commitment Letter, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Sources in any way relating to this Agreement, the Debt Financing or the performance thereof or the transactions contemplated hereby or thereby shall be exclusively governed by by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (iii) hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby. (i) For purpose of this Agreement:

No Recourse to Financing Sources. Notwithstanding anything herein to the contrarycontrary contained herein, and without limiting the generality of Sections 10.14, 10.15 and 6.13(a), each of Parent, the Partnership Entities agreeCompany, on behalf of themselves and each of their former, current or future officersAffiliates, directorsRepresentatives, managers, employees, members, partners, Partnership Unitholders, agents successors and other representatives and controlled Affiliates (the “Partnership Parties”) that Bank of America, N.A., Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated and assigns hereby waive any other arranger rights or lender that is or may become party to the claims against any Debt Financing Commitment (as defined in the ATLS Merger Agreement) Source and any joinder agreements or credit agreements relating thereto and their respective Affiliates (collectively “Financing Sources”), and each of their respective its former, current or future general or limited partners, stockholders, managers, members, officers, directors, agents, representatives Affiliates 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 Representatives in connection with this Agreement, the financing of Debt Financing, the Debt Commitment Letter or in any way relating to this Agreement or any of the transactions contemplated hereby or therebyDefinitive Financing Agreements, whether at law, in law or 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 each of Parent, the Company, and their former, current or future Affiliates, Representatives, successors and assigns agrees not to commence (cand if commenced agrees to dismiss or otherwise terminate) each any action or proceeding against any Debt Financing Source and its former, current or future Affiliates and Representatives in connection with this Agreement or any transaction contemplated hereby (including any action or proceeding relating to the Debt Financing, the Debt Commitment Letter or the Definitive Financing Related Party shall be an express third party beneficiary ofAgreements). In furtherance and not in limitation of the foregoing waiver, and it is agreed that no Debt Financing Source nor any of its former, current or future Affiliates or Representatives shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to Parent, the right Company, or any of their former, current or future Affiliates, Representatives, successors and assigns in connection with this Agreement or any transaction contemplated hereby (including any action or proceeding relating to enforcethe Debt Financing, Section 9.4, Section 10.7(cthe Debt Commitment Letter or the Definitive Financing Agreements), Section 10.9(c), Section 10.10 or . Nothing in this Section 10.144. Each 10.20 shall in any way (i) expand the circumstances in which Buyer may be liable under this Agreement or as a result 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 transactions contemplated hereby (including as a result of the State Debt Financing) or (ii) limit or qualify the obligations and liabilities of New Yorkthe parties to the Debt Commitment Letter to each other thereunder or in connection therewith. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

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 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. (a) Notwithstanding anything herein to the contrary, it is acknowledged and agreed that all claims, obligations, liabilities or causes of action, whether at law, in equity, in contract, in tort or otherwise, 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, the Partnership Entities agreenegotiation, on behalf execution or performance of themselves this Agreement (including any representation or warranty made in, in connection with, or as an inducement to enter into, this Agreement) or the transactions contemplated by this Agreement may be made only against (and each of their formerare those solely of) the entities that are expressly identified as parties to this Agreement in the Preamble to this Agreement. Notwithstanding anything herein to the contrary, current or future officersSellers agree that the Financing Sources, 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 Financing Source’s Affiliates or lender that is any of its 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 its Affiliates’ former, current or future general or limited partners, stockholders, managers, members, officers, directorscontrolling persons, agents, representatives and Affiliatesemployees, and each accountants, consultants, legal counsel, financial advisors or any of their successors and assigns (collectivelyor assigns, “Finance Related Parties”) shall be subject to no liability or claims to the Partnership Parties Sellers (i) in connection with the financing of Debt Financing or (ii) 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. . (b) Notwithstanding anything to the contrary in this Agreement, each of the Parties agrees that: (ai) no amendment it will not bring or modification to Section 10.7(c)support any action of any kind or description, Section 10.9(c)whether in law or in equity, Section 10.10 whether in contract or this Section 10.144 (in tort or amendment or modification with respect to otherwise, against 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 in any action way relating to this provision Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof, in any forum other than federal and New York state courts located in the Borough of Manhattan within the City of New York (and appellate courts thereof); (ii) except as specifically set forth in the Debt Commitment Letter, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Sources in any way relating to this Agreement, the Debt Financing or the performance thereof or the transactions contemplated hereby or thereby shall be exclusively governed by by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (iii) hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby.

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.. 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. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: President & CEO By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Person

No Recourse to Financing Sources. Notwithstanding anything herein any provision of this Agreement to the contrary, (a) in no event shall Equityholder, the Partnership Entities agreeAlta Companies or any of their respective Affiliates or representatives (i) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Debt Financing Source or Equity Financing Source in connection with this Agreement or (ii) seek to enforce the commitments against, make any claims for breach of any Commitment Letter against, or seek to recover monetary damages from, or otherwise sxx, any Debt Financing Source or Equity Financing Source for the Financing in connection with (y) this Agreement or (z) the obligations of the Debt Financing Sources or Equity Financing Sources for the Financing under the applicable Commitment Letter; it being agreed that the foregoing clauses (i) and (ii) shall include the agreement not to commence (and, if commenced, agrees to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Debt Financing Source or Equity Financing Source, and (b) the Equityholder and the Alta Companies 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 and representatives hereby (collectively “i) acknowledges that no Debt Financing Sources”), and each of their respective former, current Source 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”) Equity Financing Source shall be subject to no have any liability or claims to the Partnership Parties in connection with the financing of Equityholder or in any way relating to Alta Company under this Agreement or for any claim made by the Equityholder or any Alta Company based on, in respect of, or by reason of the transactions contemplated hereby hereby, including, but not limited to, any dispute relating to, or therebyarising from, the Cash Equity, the Debt Financing, the Debt Commitment Letters or the performance thereof, (ii) waives any rights or claims of any kind or nature (whether at law, in law or in equity, in contract, in tort or otherwise. Notwithstanding anything ) the Equityholder or any Alta Company may have against any Debt Financing Source or Equity Financing Source relating to the contrary in this Agreement, (a) no amendment the Cash Equity, the Debt Financing, the Debt Commitment Letters or modification to Section 10.7(c), Section 10.9(c), Section 10.10 the transactions contemplated hereby or thereby. Nothing in this Section 10.144 8.13 shall in any way limit or qualify the rights and obligations of (x) the Debt Financing Sources or Equity Financing Sources for the applicable Financing and the other parties to the Financing (or amendment the definitive documents related thereto) to each other thereunder or modification in connection therewith and (y) Equityholder against Parent. Without limiting the foregoing, no Debt Financing Source or Equity Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature with respect to the transactions contemplated by this Agreement, 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 10.144Debt Commitment Letters. Each of the Parties hereto agrees that Section 10.4 notwithstanding, undersigned has caused this Section 10.144 shall Agreement and Plan of Merger to be interpreted and any action relating to this provision shall be governed by the laws duly executed as of the State of New Yorkdate first above written.

No Recourse to Financing Sources. (a) Notwithstanding anything herein to the contrary, the Partnership Entities agreeeach Party agrees that neither it, on behalf nor any of themselves and each of their its former, current or future officersRelated Parties, directorsshall have any claim against any Financing Source, 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 participating in the Debt Financing Commitment (as defined in the ATLS Merger Agreement) and or 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 representatives, Affiliates, and each of their successors and or assigns (collectivelyeach, “a "Finance Related Parties”) Party"), nor shall be subject any Finance Related Party have any liability whatsoever to no liability any former, current or claims to the Partnership Parties future Related Party, in connection with the financing of Debt Financing or in any way relating to this Agreement or any of the transactions contemplated hereby or therebyAgreement, 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. (b) Notwithstanding anything to the contrary in this Agreement, (ai) 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 Financing or Finance 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 Finance 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. 11.15. (c) Each of the Parties hereto agrees that that, Section 10.4 11.07 notwithstanding, this Section 10.144 11.15 shall be interpreted interpreted, and any action Proceeding relating to this provision Section 11.15, shall be governed by the laws Laws of the State of New YorkYork without regard to the conflict of laws provisions thereof that would cause the laws of another state to apply. (d) Notwithstanding anything to the contrary contained elsewhere herein (including Section 11.07), the Parties hereby further agree that no Party will bring any Proceeding against any Financing Source in any way relating to this Agreement, the Debt Financing, or any of the transactions contemplated hereby or thereby, including any dispute arising out of or relating in any way to a commitment letter, engagement letter or any other letter or agreement related to any of the Debt Financing or the performance thereof, in any forum other than any New York State court sitting in the borough of Manhattan (and appellate courts thereof), or, if, under Applicable Law, exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof) and each of the Parties consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. [The remainder of this page has been intentionally left blank; signature pages follow.]

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 shall be interpreted and any action relating to this provision shall be governed by the laws of the State of New York.this

No Recourse to Financing Sources. Notwithstanding anything herein to the contrary, NWS, each Shareholder and the Partnership Entities agree, Shareholders’ Representative (in each case on behalf of themselves itself and each of their formerits shareholders, current or future officerspartners, members, Affiliates, directors, managersofficers, 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”)agents, 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”representatives) shall be subject to no liability hereby waives any rights or claims to the Partnership Parties against Financing Source in connection with this Agreement, the financing of or in any way relating to this Agreement or any of Debt Financing, and the transactions contemplated hereby or therebyFinancing Letter, whether at law, in law or equity, in contract, in tort tort, or otherwise. Notwithstanding anything , and NWS, each Shareholder and the Shareholders’ Representative (in each case on behalf of itself and each of its shareholders, partners, members, Affiliates, directors, officers, employees, agents, and representatives) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any action or proceeding against any Financing Source in connection with this Agreement or any transaction contemplated hereby or thereby (including any action or proceeding relating to the contrary Debt Financing or the Financing Letter). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Financing Source shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines, or penalties to NWS, any Shareholder, or the Shareholders’ Representative (or any of their respective shareholders, partners, members, Affiliates, directors, officers, employees, agents, and representatives) in connection with this Agreement or any transaction contemplated hereby or thereby (including any action or proceeding relating to the Debt Financing or the Financing Letter). Nothing in this Agreement, Section 15.15 shall in any way (a) no amendment expand the circumstances in which any Tyler Entity may be liable under this Agreement or modification to Section 10.7(c), Section 10.9(c), Section 10.10 or this Section 10.144 as a result of the transactions contemplated hereby (or amendment or modification with respect to any related definitions including as they affect Section 10.7(c), Section 10.10 Section 10.9(ca result of the Debt Financing) 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 limit 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 qualify the obligations and liabilities of the parties to the Financing Sources Letter to each other thereunder 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 Yorkin connection therewith.

No Recourse to Financing Sources. Notwithstanding anything herein any provision of this Agreement to the contrary, (a) in no event shall the Partnership Entities agreeSecurityholder Representative, the Eos Companies or any of their respective Affiliates or representatives (i) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Equity Financing Source in connection with this Agreement or (ii) prior to the Closing seek to enforce the commitments against, make any claims for breach of any Subscription Agreement against, or seek to recover monetary damages from, or otherwise xxx, any Equity Financing Source for the Cash Equity in connection with (y) this Agreement or (z) the obligations of the Equity Financing Sources for the Cash Equity under the applicable Subscription Agreement; it being agreed that the foregoing clauses (i) and (ii) shall include the agreement not to commence (and, if commenced, agrees to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Equity Financing Source, and (b) the Securityholder Representative and the Eos Companies 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 and representatives hereby (collectively “i) acknowledges that no Equity 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”) Source shall be subject to no have any liability or claims to the Partnership Parties in connection with the financing of Securityholder Representative or in any way relating to Eos Company under this Agreement or for any claim made by the Securityholder Representative or any Eos Company based on, in respect of, or by reason of the transactions contemplated hereby hereby, including, but not limited to, any dispute relating to, or therebyarising from, the Cash Equity, (ii) waives any rights or claims of any kind or nature (whether at law, in law or in equity, in contract, in tort or otherwise. Notwithstanding anything ) the Securityholder Representative or any Eos Company may have against any Equity Financing Source relating to the contrary in this Agreement, (a) no amendment the Cash Equity or modification to Section 10.7(c), Section 10.9(c), Section 10.10 or the transactions contemplated hereby. Nothing in this Section 10.144 8.13 shall in any way limit or qualify the rights and obligations of (x) the Equity Financing Sources for the applicable Cash Equity and the other parties to the Cash Equity (or amendment the definitive documents related thereto) to each other thereunder or modification in connection therewith and (y) the Securityholder Representative against Parent. Without limiting the foregoing, no Equity Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature with respect to any related definitions as they affect Section 10.7(c), Section 10.10 Section 10.9(c) or the transactions contemplated by 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 YorkAgreement.