Common use of Non-Recourse Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Non-Recourse. This Agreement may only be enforced against, and any claims claim or causes cause of action that may be based upon, arise arising out of or relate to this Agreementof, or the negotiation, execution or performance of related to this Agreement may only be made against brought against, the entities Persons that are expressly identified named as parties heretohereunder, including entities that become parties hereto after and then only with respect to the date hereof or that agree in writing for specific obligations set forth herein with respect to such party. Except to the benefit of the Company extent a named party to be bound by the terms of this Agreement applicable to the Company, and, subject (and then only to the extent of the specific contractual provisions hereofobligations undertaken by such named party in this Agreement), no formerpast, current present or future equityholdersdirector, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, directormanager, officer, employee, general or limited partnerincorporator, member, managerpartner, advisorstockholder, agent Affiliate, agent, attorney or Affiliate other representative of any of the foregoing (each, a “Non-Recourse Party”) party hereto shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities of the parties to any party hereto under this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be have been made in connection herewith. Without limiting The provisions of this Section 9.18 are intended to be for the rights benefit of, and enforceable by, the directors, managers, officers, employees, incorporators, committee members, members, partners, stockholders, Affiliates, agents, attorneys and other representatives of any party against the other parties hereto, in no event and each such Person shall any be a third party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach beneficiary of this Agreement against, or seek to recover monetary damages from, any Non-Recourse PartySection 9.18.

Non-Recourse. This Without limiting the rights or remedies of any party under this Agreement or any other Transaction Document or in the event of Fraud, against the parties hereto or thereto, (i) this Agreement may only be enforced only against, and any claims action, litigation, suit or causes of action that may be other proceeding based upon, arise arising out of of, or relate related to this Agreement, any of the other Transaction Documents or the negotiationtransactions contemplated hereby or thereby may be brought only against, execution or performance of this Agreement may only be made against the entities that are expressly identified named as parties hereto, including entities that become parties hereto after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Company, and, subject thereto and then only with respect to the specific contractual provisions hereof, no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any obligations set forth in such agreement with respect to such party and (ii) with respect to each named party hereto or to any formerother Transaction Document, current no Related Party of such named party hereto or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) to such other Transaction Document shall have any liability (whether in contract or tort, at law or in equity or otherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of the parties such named party hereto or to such other Transaction Document or for any claim based on, arising out of, or related to this Agreement or for any claim (whether in tort, contract other Transaction Document or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or thereby; provided that nothing in respect of this Section 11.16 shall prevent the Company from seeking any representations made or alleged remedy available to be made in connection herewith. Without limiting the rights of it for any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Partythe Confidentiality Agreement.

Non-Recourse. This Notwithstanding anything herein to the contrary, this Agreement may only be enforced against, and any claims claim or causes cause of action that may be based upon, arise arising out of or relate to this Agreementof, or to the negotiation, execution or performance of extent related to this Agreement may only be made brought against the entities that are expressly identified named as parties Parties hereto and their respective successors and assigns (and in the case of any Stockholder, any Permitted Transferee to whom Subject Securities are transferred). Except as set forth in the immediately preceding sentence, no past, present or future director, officer, manager, employee, incorporator, member, partner, stockholder, equityholder, controlling Person, Affiliate, agent, attorney, advisor or representative of any Party hereto, including entities that become parties hereto after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Companyand no past, and, subject only to the specific contractual provisions hereof, no former, current present or future equityholdersdirector, controlling personsofficer, directorsmanager, officersemployee, employeesincorporator, agents or Affiliates of any party hereto or any formermember, current or future partner, stockholder, equityholder, controlling person, directorAffiliate, officeragent, employeeattorney, general advisor or limited partner, member, manager, advisor, agent or Affiliate representative of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to any Party hereto under this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, ). The Parties acknowledge and agree that the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse PartyParties are third party beneficiaries of this Section 11.17, each of whom may enforce the provisions thereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Non-Recourse. This Agreement may only be enforced against, and any claims or causes of action Notwithstanding anything that may be based uponexpressed or implied in this Guaranty or any document or instrument delivered in connection herewith or otherwise, arise out and notwithstanding the fact that DBT Met Hotel Venture, LP (“DBT LP”) may be a limited partnership, by its acceptance of or relate to this Agreement, or the negotiation, execution or performance benefits of this Agreement may only be made against Guaranty, the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof or that agree in writing for the benefit Administrative Agent and each of the Company to be bound by the terms of this Agreement applicable to the Company, and, subject only to the specific contractual provisions hereof, Guarantied Parties acknowledge and agree that no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate of any of the foregoing (each, a “DBT Non-Recourse Party”) Party has any obligation hereunder and that no recourse shall have be had hereunder or under any liability for any obligations document or liabilities of the parties to this Agreement instrument delivered in connection herewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby such obligations or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties heretotheir creation, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages fromand no personal liability shall attach to, any DBT Non-Recourse Party, through the Administrative Agent or the Guarantied Parties or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Administrative Agent or the Guarantied Parties against any DBT Non-Recourse Party, by the enforcement of any assessment, by any legal or equity proceeding, by virtue of any applicable law, or otherwise. For purposes of this Section 32, “DBT Non-Recourse Party” shall mean any former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, or general or limited partners of DBT LP (including without limitation, Highgate Oxford New York II, LLC, a Delaware limited partnership, and its successors and affiliates), other than any Guarantor.

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

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

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

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

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

Non-Recourse. This Agreement Notwithstanding anything that may only be enforced againstexpressed or implied in this Agreement, and any except as otherwise set forth herein, all claims or causes of action (whether in contract or in tort, in Law or in equity) that may be based upon, arise out of or relate to this Agreement, Agreement or the negotiation, execution or performance of this Agreement or the Transactions may only be made only against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Company, Parties and, subject only to the specific contractual provisions hereofextent set forth in the Guarantee, no formerAperam. No Person who is not a named Party to this Agreement or any past, current present or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partnerincorporator, member, manager, advisorpartner, agent equityholder, Affiliate, agent, employee, attorney or Affiliate other Representative of any of named party to this Agreement (other than Aperam, to the foregoing extent, and subject to the limitations, set forth in the Guarantee) (eachcollectively, a the “Non-Recourse PartyParty Affiliates”) ), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability on an entity party against its owners or Affiliates) for any obligations or liabilities of the parties arising under, in connection with or related to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement againstor its negotiation or execution, or seek to recover monetary damages fromand each Party waives and releases all such liabilities, claims and obligations against any such Non-Recourse PartyParty Affiliates. Notwithstanding the foregoing, nothing in this Agreement, including this Section 9.14, shall preclude any party to any document executed in connection with the Transactions from making any claim thereunder, in each case, to the extent permitted therein.

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

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

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

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

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

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

Non-Recourse. This Agreement may only be enforced against, and any All claims or causes of action (whether in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may only be made only against the entities Persons that are expressly identified as parties heretoParties (i.e., a Seller or the Buyer). No Person who is not a named party to this Agreement, including entities that become parties hereto after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Companyany past, and, subject only to the specific contractual provisions hereof, no former, current present or future equityholders, controlling persons, directors, officers, employees, agents direct or Affiliates of any party hereto or any former, current or future equityholder, controlling person, indirect director, officer, employee, general or limited partnerincorporator, member, manager, advisorpartner, agent equityholder, lender, investor, Affiliate, agent, attorney or Affiliate other representative of any of the foregoing named party to this Agreement (eachsuch Persons, a collectively, “Non-Recourse PartyParty Affiliates”) ), shall have any liability (whether in contract or in tort or otherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities of the parties arising under, in connection with or related to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement againstor its negotiation or execution, or seek to recover monetary damages fromand each Party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. For the avoidance of doubt, this Section 12.16 shall not limit the Liability of any Non-Recourse Party.Party Affiliate in such Person’s capacity as a party to any Transaction Document. [Signature Page Follows]

Non-Recourse. This Agreement may only be enforced againstAll claims (whether in Contract or in tort, and any claims in law or causes of action in equity) that may be based upon, arise out of or relate to this Agreement, the Transactions or the negotiation, execution execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may only be made by any party hereto or any third party beneficiary of any relevant provision hereof only against the entities Persons that are expressly identified as parties hereto. No Person who is not a named party to this Agreement, including entities that become parties hereto after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Company, and, subject only to the specific contractual provisions hereof, no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partnerincorporator, member, managerpartner, advisorstockholder, agent Affiliate, agent, attorney or Affiliate Representative of any of the foregoing named party to this Agreement that is not itself a named party to this Agreement (each, a “Non-Recourse PartyParty Affiliates”) ), shall have any Liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations Liabilities arising under, in connection with or liabilities of the parties related to this Agreement or the Transactions or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement againstor its negotiation or execution; and each party hereto waives and releases all such Liabilities, or seek to recover monetary damages from, claims and obligations against any such Non-Recourse PartyParty Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 10.13.

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

Non-Recourse. This Agreement may only be enforced against, and any claims claim, action, suit, or causes of action that may be other legal proceeding based upon, arise arising out of of, or relate related to this Agreement, or the negotiation, execution execution, or performance of this Agreement Agreement, may only be made brought against the entities Persons that are expressly identified named as parties hereto, including entities that become parties hereto after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Company, and, subject and then only with respect to the specific contractual provisions hereofobligations set forth herein with respect to such party. No past, no formerpresent, current or future equityholdersdirector, officer, employee, incorporator, manager, member, general or limited partner, shareholder, equityholder, controlling personsperson, directorsAffiliate, officersagent, employeesattorney, agents or Affiliates other representative of any party hereto or any former, current of their successors or future equityholder, controlling person, permitted assigns or any direct or indirect director, officer, employee, incorporator, manager, member, general or limited partner, membershareholder, managerequityholder, advisorcontrolling person, agent Affiliate, agent, attorney, representative, successor, or Affiliate permitted assign of any of the foregoing that is not party to this Agreement (each, a “Non-Recourse Party”) ), shall have any liability Liability for any obligations or liabilities of the parties to any party hereto under this Agreement or for any claim (whether in tort, contract Claim or otherwise) action based on, in respect of, or by reason of, of the transactions contemplated hereby Transactions or in respect of any written or oral representations made or alleged to be made in connection herewithherewith (whether in tort, contract, or otherwise). Without limiting the rights of any party to this Agreement against the any other parties party hereto, in no event shall Purchaser, any party Seller, Seller Representative, any Acquired Entity, or any of its their respective Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

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

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

Non-Recourse. This Agreement may only be enforced against, and any claims claim, action, or causes of action that may be proceeding based upon, arise arising out of or relate related to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against brought against, the entities persons that are expressly identified named as parties hereto, including entities that become parties hereto after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable or successors in interest to such persons. Except to the Companyextent named as a party to this Agreement or a successor in interest to such party, and, subject and then only to the extent of the specific contractual provisions hereofobligations of such parties set forth in this Agreement or such parties’ successors in interest, no formerpast, current present or future equityholdersshareholder, controlling personsmember, directorspartner, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling personmanager, director, officer, employee, general or limited partneraffiliate, member, manageragent, advisor, agent or Affiliate representative of any of the foregoing party (each, a “Non-Recourse PartyPerson”) shall will have any liability (whether in contract, tort, equity or otherwise) for any of the representations, warranties, covenants, agreements or other obligations or liabilities of any of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties dispute related hereto, and (ii) in no event shall any Non-Recourse Person have any shared or vicarious liability, or otherwise be the subject of legal or equitable claims, for the actions, omissions or fraud (including through equitable claims (such as unjust enrichment) not requiring proof of wrongdoing committed by the subject of such claims) of any other Non-Recourse Person. The Non-Recourse Persons are intended third party or any beneficiaries of its Affiliates seek this Section 11 and shall be entitled to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse PartySection 11 as if a party directly hereto.

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

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

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

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

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

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

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

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

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

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

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

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

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

Non-Recourse. (a) This Agreement may only be enforced against, and any claims claim or causes cause of action that may be based upon, arise arising out of or relate related to this Agreement, or the negotiation, execution or performance of this Agreement may only be made brought against the entities that are expressly identified named as parties hereto, including entities that become parties Parties hereto after and then only with respect to the date hereof or that agree in writing for specific obligations set forth herein with respect to such Party. Except to the benefit of the Company extent a named Party to be bound by the terms of this Agreement applicable to the Company, and, subject (and then only to the extent of the specific contractual provisions hereofobligations undertaken by such named Party in this Agreement), no formerpast, current present or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partnerincorporator, member, managerpartner, advisorstockholder, agent Affiliate, agent, attorney or Affiliate other Representative of any of the foregoing (each, a “Non-Recourse Party”) Party hereto shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities of the parties to any Party hereto under this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be have been made in connection herewith. Without limiting (b) The provisions of this Section 9.15 are intended to be for the rights benefit of, and enforceable by, the directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys and other Representatives of any party against the other parties Parties hereto, in no event and each such Person shall any be a third party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach beneficiary of this Agreement against, or seek to recover monetary damages from, any Non-Recourse PartySection 9.15.

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

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

Non-Recourse. This Agreement may only be enforced against(a) No past, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Company, and, subject only to the specific contractual provisions hereof, no former, current present or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partnerincorporator, member, managerpartner, advisorstockholder, agent trustee, beneficiary, settlor, agent, attorney, representative or Affiliate affiliate of any party hereto or of any of the foregoing (each, a “Non-Recourse Party”) their respective affiliates shall have any liability (whether in contract or in tort) for any obligations or liabilities of the parties such party arising under, in connection with or related to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or hereby; provided, however, that nothing in this Section 5.11 shall limit any liability of the parties hereto for breaches of the terms and conditions of this Agreement. (b) Each party to this Agreement enters into this Agreement solely on its own behalf, the obligations each Stockholder under this Agreement are several (with respect to itself) and not joint with the obligations of any representations made or alleged to other Stockholder and each such party shall be made in connection herewith. Without limiting the rights liable, severally and not jointly, solely for any breaches of any this Agreement by such party against the other parties hereto, and in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims be liable for breach breaches of this Agreement againstby any other party hereto. Nothing contained herein, and no action taken by any Stockholder pursuant hereto, shall be deemed to constitute the parties as a partnership, an association, a joint venture or any other kind of entity, or seek create a presumption that the parties are in any way acting in concert or as a group with respect to recover monetary damages from, any Non-Recourse Partythe obligations or the transactions contemplated by this Agreement.

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

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

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

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

Non-Recourse. This Agreement may only be enforced against, and any claims claim, action, suit, or causes of action that may be other legal proceeding based upon, arise arising out of of, or relate related to this Agreement, or the negotiation, execution execution, or performance of this Agreement Agreement, may only be made brought against the entities Persons that are expressly identified named as parties hereto, including entities that become parties hereto after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Company, and, subject and then only with respect to the specific contractual provisions hereofobligations set forth herein with respect to such party. No past, no formerpresent, current or future equityholdersdirector, officer, employee, incorporator, manager, member, general or limited partner, shareholder, equityholder, controlling personsperson, directorsAffiliate, officersagent, employeesattorney, agents or Affiliates other representative of any party hereto or any former, current of their successors or future equityholder, controlling person, permitted assigns or any direct or indirect director, officer, employee, incorporator, manager, member, general or limited partner, membershareholder, managerequityholder, advisorcontrolling person, agent Affiliate, agent, attorney, representative, successor, or Affiliate permitted assign of any of the foregoing that is not party to this Agreement (each, a “Non-Recourse Party”) ), shall have any liability Liability for any obligations or liabilities of the parties to any party hereto under this Agreement or for any claim (whether in tort, contract Claim or otherwise) action based on, in respect of, or by reason of, of the transactions contemplated hereby Transactions or in respect of any written or oral representations made or alleged to be made in connection herewithherewith (whether in tort, contract, or otherwise). Without limiting the rights of any party to this Agreement against the any other parties party hereto, in no event shall Purchaser, any party Seller, any Acquired Entity, or any of its their respective Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

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

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

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

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

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

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

Non-Recourse. This Subject in all respects to the last sentence of this Section 12.15, this Agreement may only be enforced against, and any claims claim or causes cause of action that may be based upon, arise arising out of of, or relate related to this Agreement, Agreement or the negotiation, execution or performance of this Agreement transactions contemplated hereby may only be made against brought against, the entities that are expressly identified named as parties hereto, including entities that become parties hereto after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable Parties and then only with respect to the Company, and, subject specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific contractual provisions hereofobligations undertaken by such Party in this Agreement), (a) no formerpast, current present or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partnerincorporator, member, managerpartner, advisorshareholder, agent Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability Liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the parties Parties under this Agreement of or for any claim based on, arising out of, or related to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby hereby. Notwithstanding the foregoing, nothing in this Section 12.15 shall limit, amend or in respect of waive any representations made rights or alleged to be made in connection herewith. Without limiting the rights obligations of any party against to any Transaction Document with respect to the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Partythereto.

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

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