Common use of Non-Recourse Clause in Contracts

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms of the Confidentiality Agreement.

Non-Recourse. This Notwithstanding anything to the contrary contained herein or otherwise, this Agreement may only be enforced against, and any claim, action, suit claims or other legal proceeding causes of action that may be based upon, arising arise out of, of or related relate to this Agreement, or the negotiation, execution or performance of this AgreementAgreement or the transactions contemplated hereby, may only be brought against made against, the entities Persons that are expressly named identified as parties hereto to this Agreement (in the preamble and then only with respect signature pages hereto) in their capacities as parties to the specific obligations set forth herein with respect to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Persons that are expressly identified as parties to any other Transaction Agreement, the Equity Commitment Letter or the Limited Guaranty in their capacities as parties to such agreements, and no former, current or future equity holders, controlling persons, directors, officers, employees, directorsagents, partners, direct or indirect equity holders, managersAffiliates, members, attorneys, agents, advisors managers or other Representatives general or limited partners of any party hereto (eachof the Persons that are expressly identified herein as parties to such agreements or any former, a “Noncurrent or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate or agent of any of the foregoing, or any other non-Recourse Party”) party, shall have any liability for any obligations or liabilities of any party hereto under this Agreement the parties or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of of, or by reason of of, the transactions contemplated by this Agreement hereby or thereby or in respect of any written representations, warranties or oral representations statements made or alleged to be made in connection herewithherewith or therewith (except to the extent such Person is expressly identified as a party to such other agreement). In furtherance and not Without limiting the rights of either party against the other party, in limitation no event shall 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 for breach of this Agreement from, any non-party, whether by or through attempted piercing of the foregoingcorporate, each party covenantslimited partnership or limited liability company veil, agrees and acknowledges that no recourse under this Agreement by the enforcement of any assessment or by any other agreement referenced herein legal or in connection with equitable proceeding, by virtue of any transactions contemplated by this Agreement statute, regulation or Applicable Law, or otherwise. The non-parties specified above shall be sought or had against any Nonexpress third-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, beneficiaries of this Agreement or (B) pursuant to the express terms of the Confidentiality AgreementSection 9.10.

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Guarantees, the Equity Commitment Letters or the Confidentiality Agreement. Except as set forth in this Agreement Agreement, the Guarantees, the Equity Commitment Letters or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms of the Guarantees, the Equity Commitment Letters or the Confidentiality Agreement.

Non-Recourse. This Agreement may only be enforced againstagainst the named parties. All legal proceedings, and any claimLegal Actions, actionobligations, suit losses, damages, claims or other legal proceeding causes of action (whether in contract, in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, arising arise under, out or by reason of, or related to this Agreementbe connected with, or relate in any manner to (i) this Agreement or any of the other agreements or documents contemplated hereby, (ii) the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company Agreement or any of its Subsidiaries may assert the documents contemplated hereby (including any representation or warranty made in accordance with the Confidentiality Agreement. Except connection with, or as set forth in an inducement to, this Agreement or any of the Confidentiality Agreementother agreements or documents contemplated hereby), no former, current (iii) any breach or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives violation of this Agreement (including the failure of any party hereto representation and warranty to be true or accurate) or any of the other agreements or documents contemplated hereby, and (each, a “Non-Recourse Party”iv) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason failure of the transactions contemplated by this Agreement or in respect of any written the other agreements or oral representations made or alleged documents contemplated hereby to be consummated, in the case of clauses (i) and (iv), may be made only against (and are those solely of) the Persons that are expressly named as parties to this Agreement, and then only to the extent of the specific obligations of such Persons set forth in connection herewiththis Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, each party Party hereto covenants, agrees and acknowledges that (except to the extent named as a party to this Agreement, and then only to the extent of the specific obligations of such parties set forth in this Agreement) no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement related document shall be sought or had against any Non-Recourse Company Related Party or Parent Related Party, except for claims that any party may assert (A) against another party solely whether in accordance withcontract, and pursuant to the terms and conditions oftort, this Agreement equity, law or (B) pursuant to the express terms granted by statute whether by or through attempted piercing of the Confidentiality Agreementcorporate, limited partnership or limited liability company veil or otherwise.

Non-Recourse. This Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance action for breach of this Agreement, Agreement may only be brought against made against, the entities that are expressly named as parties hereto Parties, and then only with respect to the specific obligations set forth herein with respect to such party, except for no claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding nature whatsoever (whether in tort, contract or otherwise) based onarising under or relating to this Agreement, in respect of the negotiation hereof or by reason of its subject matter, or the transactions contemplated by hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than Sponsor), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than Sponsor) shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation , or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any other agreement referenced herein or kind furnished in connection with any this Agreement, the negotiation hereof or the transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms of the Confidentiality Agreementhereby.

Non-Recourse. This Agreement All claims or causes of action (whether in contract or in tort, in Law or in equity) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising arise out of, of or related relate to this AgreementAgreement or the other transactions contemplated hereby, or the negotiation, execution or performance of this AgreementAgreement or the transactions contemplated hereby (including any representation or warranty made in or in connection with this Agreement or any certificate, instrument or other document delivered in connection herewith or as an inducement to enter into this Agreement or any such other certificate, instrument or other document delivered in connection herewith, may be made only be brought following the effectiveness of this Agreement and then against the entities that are expressly named identified as parties Parties hereto and then only with respect thereto. No Person who is not a named party to the specific obligations set forth herein with respect to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreementany such other certificate, no formerinstrument or other document delivered in connection herewith, current including any past, present or future officersdirector, employeesofficer, directorsemployee, partnersincorporator, direct member, partner, stockholder, equityholder, Affiliate, agent, attorney or indirect equity holdersrepresentative of any named party to this Agreement or any such other certificate, managers, members, attorneys, agents, advisors instrument or other Representatives of any party hereto document delivered in connection herewith nor the Seller Representative (eachcollectively, a “Non-Recourse PartyParty Affiliates”) ), shall have any liability (whether in contract or in tort, in Law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any obligations or liabilities of any party hereto under arising under, in connection with or related to this Agreement or any such other certificate, instrument or other document delivered in connection herewith (as the case may be) or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of of, or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any such other agreement referenced herein certificate, instrument or other document delivered in connection with any transactions contemplated by this Agreement shall be sought herewith (as the case may be) or had the negotiation or execution hereof or thereof; and each Party hereto waives and releases all such liabilities, claims and obligations against any such Non-Recourse Party, except for claims that any Party Affiliates. Non-Party Affiliates are expressly intended as third party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, beneficiaries of this Agreement or (B) pursuant to the express terms provision of the Confidentiality this Agreement.

Non-Recourse. This Agreement may only be enforced againstagainst the named Parties. All legal proceedings, and any claimLegal Actions, actionobligations, suit losses, damages, claims or other legal proceeding causes of action (whether in contract, in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, arising arise under, out or by reason of, or related to this Agreementbe connected with, or relate in any manner to (i) this Agreement or any of the other agreements or documents contemplated hereby, (ii) the negotiation, execution or performance of this AgreementAgreement or any of the documents contemplated hereby (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other agreements or documents contemplated hereby), (iii) any breach or violation of this Agreement (including the failure of any representation and warranty to be true or accurate) or any of the other agreements or documents contemplated hereby, and (iv) any failure of the Transactions or the other agreements or documents contemplated hereby to be consummated, in the case of clauses (i) and (iv), may be made only be brought against (and are those solely of) the entities Persons that are expressly named as parties hereto to this Agreement, the PubCo Voting Agreements, and the Confidentiality Agreement, and then only with respect to the extent of the specific obligations set forth herein with respect to of such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as Persons set forth in this Agreement Agreement, the PubCo Voting Agreements, or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewithas applicable. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, each party Party covenants, agrees and acknowledges that (except to the extent named as a party, the PubCo Voting Agreements, or the Confidentiality Agreement, and then only to the extent of the specific obligations of such parties set forth in this Agreement, the PubCo Voting Agreements, or the Confidentiality Agreement, as applicable) no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement related document shall be sought or had against any Non-Recourse Company Related Party or PubCo Related Party, except for claims that any party may assert (A) against another party solely whether in accordance withcontract, and pursuant to the terms and conditions oftort, this Agreement equity, law or (B) pursuant to the express terms granted by statute whether by or through attempted piercing of the Confidentiality Agreementcorporate, limited partnership or limited liability company veil or otherwise.

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement, the Voting Agreement or the Equity Commitment Letter (and solely against the Person(s) who are expressly party to the Confidentiality Agreement, the Voting Agreement or the Equity Commitment Letter, as applicable). Except as set forth in this Agreement, the Confidentiality Agreement, the Voting Agreement or the Confidentiality AgreementEquity Commitment Letter (and then solely to the extent set forth herein or therein), no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement Transactions or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement Transactions shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms of Confidentiality Agreement, the Voting Agreement or the Equity Commitment Letter against the Person(s) who are expressly party to the Confidentiality Agreement, the Voting Agreement or the Equity Commitment Letter, as applicable.

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit claim or other legal proceeding cause of action based upon, arising out of, or related to this Agreement, Agreement or the negotiation, execution or performance of transactions contemplated by this Agreement, Agreement may only be brought against against, the entities that are expressly named as parties hereto and then only with respect hereto. Except to the specific obligations set forth herein with respect extent a named as a party to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no formerpast, current present or future officersdirector, employeesofficer, directorsemployee, partnersincorporator, direct member, partner, stockholder, affiliate, agent, attorney, advisor, or indirect equity holders, managers, members, attorneys, agents, advisors representative or other Representatives affiliate of any party hereto 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 party hereto one or more of the Vendor Group or Purchaser 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 the transactions contemplated by this Agreement (collectively, “Non-Recourse Matters”), and each of the Vendor Group or Purchaser (on behalf of themselves, their respective affiliates, and any Person claiming by, through or on behalf of the Vendor Group, the Purchaser or their respective affiliates) covenants and agrees that it shall not institute, and shall cause its agents, representatives and affiliates not to bring, make or institute any action, claim or proceeding (whether in contract, tort, contract equity or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement shall be sought or had for a Non-Recourse Matter against any Non-Recourse Party, except for claims . It is further understood and agreed that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, certificate or certification contemplated by this Agreement and executed by an officer of a named party will be deemed to have been delivered only in such officer’s capacity as an officer of such named party (and not in his or (Bher individual capacity) pursuant and will not entitle any named party to the express terms of the Confidentiality Agreementassert a claim against such officer in his or her individual capacity.

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit claim or other legal proceeding cause of action based upon, arising out of, or related to this Agreement, Agreement or the negotiation, execution or performance of this Agreement, transactions contemplated hereby may only be brought against against, the entities that are expressly named as parties hereto Parties and then only with respect to the specific obligations set forth herein with respect to any such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality AgreementParty. Except as set forth in to the extent that he, she or it is a named party to this Agreement or the Confidentiality Agreement, no formerpast, current present or future officersdirector, employeesofficer, directorsemployee, partnersincorporator, direct member, partner, stockholder, Affiliate, agent, attorney, advisor or indirect equity holders, managers, members, attorneys, agents, advisors representative or other Representatives Affiliate of any party hereto of the foregoing or any other Person (each, a “Non-Recourse PartyParty Entities”) 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 party hereto one or more of the Parent Related Parties or Company Related Parties, as applicable, under this Agreement or of or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of arising out of, or by reason of related to this Agreement or the transactions contemplated by hereby, and each of Parent, Merger Sub and the Company (i) waives and releases all such liabilities, claims and obligations against any such Non-Party Entities and (ii) agrees not to commence any claim, action, suit, proceeding or arbitral action against any such Non-Party Entities in connection with this Agreement or the transactions contemplated hereby; provided that nothing in respect this Section 12.15 shall limit the rights of any written or oral representations made or alleged party to be made in connection herewith. In furtherance and not in limitation of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement Debt Commitment Letter or any other agreement referenced herein or in connection Contract with any transactions contemplated by a Debt Financing Source to the extent expressly set forth therein. Non-Party Entities are expressly intended as third-party beneficiaries of this Agreement Section 12.15 and shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant entitled to enforce the terms and conditions of, this Agreement or (B) pursuant to the express terms of the Confidentiality Agreementcovenants contained herein.

Non-Recourse. This Agreement may only be enforced againstEach Party agrees, on behalf of itself and its affiliates, that any suit, claim, actionaction or proceeding (whether in Contract or in tort, suit in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other legal proceeding theory or doctrine, including alter ego or otherwise) that may be based upon, arising out in respect of, arise under, out or related to this Agreementby reason of, be connected with, or relate in any manner to: (i) this Agreement or any other transactions contemplated hereunder; (ii) the negotiation, execution or performance of this Agreement (including any representation or warranty made in connection with, or as an inducement to, this Agreement); (iii) any breach or violation of this Agreement; and (iv) any failure of the Mergers or any other transactions contemplated hereunder to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, may only be brought against the entities that are expressly named identified as parties hereto and then only with respect to this Agreement, subject to the specific obligations set forth herein with respect to such party, except for claims that the Company or any terms and conditions of its Subsidiaries may assert in accordance with the Confidentiality this Agreement. Except as set forth Notwithstanding anything in this Agreement or to the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoingcontrary, each party covenantsParty agrees, agrees on behalf of itself and acknowledges its affiliates, that no recourse under this Agreement or any other agreement referenced herein or in connection with the Mergers or any other transactions contemplated by this Agreement shall hereunder will be sought or had against any Non-Recourse Partyother Person, except for claims that including any party may assert (A) against another party solely in accordance withof its affiliates, and pursuant no other Person, including any of its affiliates, will have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), for any suit, claim, action, proceeding, obligation or liability arising under, out of, in connection with or related in any manner to the terms and conditions items in the immediately preceding clauses (i) through (iv). For the avoidance of doubt, there shall be no liability under this Agreement of, nor any recourse under this Agreement to any trustee, manager, director, officer, unitholder, equityholder, employee or (B) pursuant to the express terms agent of the Confidentiality AgreementParties.

Non-Recourse. This Agreement may only be enforced againstagainst the named Parties. All legal proceedings, and any claimLegal Actions, actionobligations, suit losses, damages, claims or other legal proceeding causes of action (whether in contract, in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, arising arise under, out or by reason of, or related to this Agreementbe connected with, or relate in any manner to (i) this Agreement or any of the other agreements or documents contemplated hereby, (ii) the negotiation, execution or performance of this AgreementAgreement or any of the documents contemplated hereby (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other agreements or documents contemplated hereby), (iii) any breach or violation of this Agreement (including the failure of any representation and warranty to be true or accurate) or any of the other agreements or documents contemplated hereby, and (iv) any failure of the Transactions or the other agreements or documents contemplated hereby to be consummated, in the case of clauses (i) and (iv), may be made only be brought against (and are those solely of) the entities Persons that are expressly named as parties hereto to this Agreement, and the Confidentiality Agreement, and then only with respect to the extent of the specific obligations set forth herein with respect to of such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as Persons set forth in this Agreement Agreement, or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewithas applicable. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, each party Party covenants, agrees and acknowledges that (except to the extent named as a party, or the Confidentiality Agreement, and then only to the extent of the specific obligations of such parties set forth in this Agreement, or the Confidentiality Agreement, as applicable) no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement related document shall be sought or had against any Non-Recourse Company Related Party or Buyer Related Party, except for claims that any party may assert (A) against another party solely whether in accordance withcontract, and pursuant to the terms and conditions oftort, this Agreement equity, law or (B) pursuant to the express terms granted by statute whether by or through attempted piercing of the Confidentiality Agreementcorporate, limited partnership or limited liability company veil or otherwise.

Non-Recourse. This Agreement may only be enforced againstagainst the named Parties. All legal proceedings, and any claimLegal Actions, actionobligations, suit losses, damages, claims or other legal proceeding causes of action (whether in contract, in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, arising arise under, out or by reason of, or related to this Agreementbe connected with, or relate in any manner to (a) this Agreement or any of the other agreements or documents contemplated hereby, (b) the negotiation, execution or performance of this AgreementAgreement or any of the documents contemplated hereby (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other agreements or documents contemplated hereby), (c) any breach or violation of this Agreement (including the failure of any representation and warranty to be true or accurate) or any of the other agreements or documents contemplated hereby and (d) any failure of the Transactions or the other agreements or documents contemplated hereby to be consummated, in the case of clauses (a) and (d), may be made only be brought against (and are those solely of) the entities Persons that are expressly named as parties hereto to this Agreement, and then only with respect to the extent of the specific obligations set forth herein with respect to of such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as Persons set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, each party Party covenants, agrees and acknowledges that no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement related document shall be sought or had against any Non-Recourse Company Related Party or PubCo Related Party, except for claims that any party may assert (A) against another party solely whether in accordance withcontract, and pursuant to the terms and conditions oftort, this Agreement equity, law or (B) pursuant to the express terms granted by statute whether by or through attempted piercing of the Confidentiality Agreementcorporate, limited partnership or limited liability company veil or otherwise.

Non-Recourse. This Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party(ies) thereto against any other party(ies) thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance action for breach of this Agreement, Agreement may only be brought against made against, the entities that are expressly named as parties hereto Parties, and then only with respect to the specific obligations set forth herein with respect to such party, except for no claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding nature whatsoever (whether in tort, contract or otherwise) based onarising under or relating to this Agreement, in respect of the negotiation hereof or by reason of its subject matter, or the transactions contemplated by hereby shall be asserted against any Company Non-Party Affiliate or any BNIX Non-Party Affiliate (other than the Shareholders named as parties hereto), and (b) no Company Non-Party Affiliate or BNIX Non-Party Affiliate (other than the Shareholders named as parties hereto), shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation , or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any other agreement referenced herein or kind furnished in connection with any this Agreement, the negotiation hereof or the transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms of the Confidentiality Agreementhereby.

Non-Recourse. This Notwithstanding anything to the contrary contained herein or otherwise, this Agreement may only be enforced against, and any claim, action, suit claims or other legal proceeding causes of action that may be based upon, arising arise out of, of or related relate to this Agreement, or the negotiation, execution or performance of this AgreementAgreement or the transactions contemplated hereby, may only be brought made against the entities and Persons that are expressly named identified as parties hereto to this Agreement in their capacities as such, and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, and no former, current or future direct or indirect stockholders, equity holders, controlling persons, portfolio companies, directors, officers, employees, directors, general or limited partners, direct or indirect equity holdersmembers, managers, memberstrustees, attorneys, agents, advisors representatives or other Representatives Affiliates of any party hereto hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, portfolio company, director, officer, employee, general or limited partner, member, manager, trustee, attorney, agent, representative or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under the parties to this Agreement or for any claim or proceeding (whether at law or in equity, in tort, contract or otherwise) based on, in respect of of, or by reason of of, the transactions contemplated by this Agreement hereby or in respect of any covenants, representations, warranties or statements (whether written or oral representations oral, express or implied) made or alleged to be made in connection herewith. In furtherance and not Without limiting the rights of any party against the other parties hereto, in limitation no event shall any party or any Person that would be a Non-Recourse Party of the foregoing, each such party covenants, agrees and acknowledges that no recourse under seek to enforce this Agreement or against, make any other agreement referenced herein or in connection with any transactions contemplated by claims for breach of this Agreement shall be sought against, or had against seek to recover monetary damages from, any Non-Recourse Party, except for claims that Party (including any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms of the Confidentiality Agreementholders of the Company Shares).

Non-Recourse. This Agreement Each Party agrees, on behalf of itself and its Affiliates and Representatives, that all proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related to this Agreementby reason of, be connected with, or relate to: (A) this Agreement or any other agreement referenced herein (other than the Support Agreement) or the transactions contemplated hereunder, (B) the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or any other agreement referenced herein (other than the Confidentiality Support Agreement) (including any representation or warranty made in, no formerin connection with, current or future officersas an inducement to, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for such other agreement (other than the Support Agreement)), (C) any claim breach or proceeding violation of this Agreement or any other agreement referenced herein (whether in tort, contract or otherwiseother than the Support Agreement) based on, in respect of or by reason and (D) any failure of the transactions contemplated by hereunder or any other agreement referenced herein (other than the Support Agreement) to be consummated, in each case, may be made only against (and are those solely of) the persons that are expressly identified herein as the Parties to this Agreement or and, in respect accordance with, and subject to the terms and conditions of any written or oral representations made or alleged to be made in connection herewiththis Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or any other agreement referenced herein or otherwise to the contrary, each party Party covenants, agrees and acknowledges acknowledges, on behalf of itself and its respective Affiliates and Representatives, that no recourse under this Agreement or any other agreement referenced herein (other than the Support Agreement) or in connection with any transactions contemplated by this Agreement hereby shall be sought or had against any Non-Recourse Partyother person and no other person shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that any party Party may assert (A) against another party Party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant Agreement. Notwithstanding anything to the express terms of contrary in this Section 11.11, nothing in this Section 11.11 shall in any way limit Parent’s or Sub’s rights under the Confidentiality Support Agreement.

Non-Recourse. This Agreement may only be enforced againstagainst the named Parties. All legal proceedings, and any claimLegal Actions, actionobligations, suit losses, damages, claims or other legal proceeding causes of action (whether in contract, in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, arising arise under, out or by reason of, or related to this Agreementbe connected with, or relate in any manner to (a) this Agreement or any of the Ancillary Agreements, (b) the negotiation, execution or performance of this AgreementAgreement or any of the Ancillary Agreements (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the Ancillary Agreements), (c) any breach or violation of this Agreement (including the failure of any representation and warranty to be true or accurate) or any of the Ancillary Agreements, and (d) any failure of the Transactions or the Ancillary Agreements, in the case of clauses (a) and (b), may be made only be brought against (and are those solely of) the entities Persons that are expressly named as parties hereto to this Agreement, and the Confidentiality Agreement, and then only with respect to the extent of the specific obligations set forth herein with respect to of such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as Persons set forth in this Agreement Agreement, or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewithas applicable. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, each party Party covenants, agrees and acknowledges that (except to the extent named as a party, the Confidentiality Agreement, and then only to the extent of the specific obligations of such parties set forth in this Agreement, or the Confidentiality Agreement, as applicable) no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement related document shall be sought or had against any Non-Recourse PartyCompany Affiliate or the Purchaser Affiliate, except for claims that any party may assert (A) against another party solely whether in accordance withcontract, and pursuant to the terms and conditions oftort, this Agreement equity, law or (B) pursuant to the express terms granted by statute whether by or through attempted piercing of the Confidentiality Agreementcorporate, limited partnership or limited liability company veil or otherwise.

Non-Recourse. This Agreement may only be enforced againstagainst the named parties. All legal proceedings, and any claimLegal Actions, actionobligations, suit losses, damages, claims or other legal proceeding causes of action (whether in contract, in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, arising arise under, out or by reason of, or related to this Agreementbe connected with, or relate in any manner to (i) this Agreement or any of the other agreements or documents contemplated hereby, (ii) the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company Agreement or any of its Subsidiaries may assert the documents contemplated hereby (including any representation or warranty made in accordance with the Confidentiality Agreement. Except connection with, or as set forth in an inducement to, this Agreement or any of the Confidentiality Agreementother agreements or documents contemplated hereby), no former, current (iii) any breach or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives violation of this Agreement (including the failure of any party hereto representation and warranty to be true or accurate) or any of the other agreements or documents contemplated hereby, and (each, a “Non-Recourse Party”iv) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason failure of the transactions contemplated by this Agreement or in respect of any written the other agreements or oral representations made or alleged documents contemplated hereby to be consummated, in the case of clauses (i) and (iv), may be made only against (and are those solely of) the Persons that are expressly named as parties to this Agreement, the Parent Voting Agreements, the CVR Agreement, and the Confidentiality Agreement, and then only to the extent of the specific obligations of such Persons set forth in connection herewiththis Agreement, the Parent Voting Agreements, the CVR Agreement, or the Confidentiality Agreement, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, each party Party hereto covenants, agrees and acknowledges that (except to the extent named as a party to this Agreement, the Parent Voting Agreements, the CVR Agreement, or the Confidentiality Agreement, and then only to the extent of the specific obligations of such parties set forth in this Agreement, the Parent Voting Agreements, the CVR Agreement, or the Confidentiality Agreement, as applicable) no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement related document shall be sought or had against any Non-Recourse Company Related Party or Parent Related Party, except for claims that any party may assert (A) against another party solely whether in accordance withcontract, and pursuant to the terms and conditions oftort, this Agreement equity, law or (B) pursuant to the express terms granted by statute whether by or through attempted piercing of the Confidentiality Agreementcorporate, limited partnership or limited liability company veil or otherwise.

Non-Recourse. This (a) Without limiting any of the express terms or conditions of this Agreement, each party agrees, on behalf of itself and its Affiliates and Representatives, that other than pursuant to (A) the Confidentiality Agreement or (B) pursuant to the Equity Commitment Letters, all proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related to this Agreementby reason of, be connected with, or relate to (i) this Agreement or the Transactions, (ii) the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), (iii) any breach or violation of this Agreement and (iv) any failure of the Transactions to be consummated, in each case, may be made only be brought against (and are those solely of) the entities persons that are expressly named identified herein as parties hereto and then only with respect a party to the specific obligations set forth herein with respect to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement (or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of a party to any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any such other agreement referenced herein or in connection with any transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (Ahereunder) against another party solely and in accordance with, and pursuant subject to the terms and conditions of, this Agreement (or the terms of any such other agreement referenced herein or contemplated hereunder). (Bb) pursuant Notwithstanding anything to the express contrary contained herein, the Company (on behalf of itself and its Affiliates and, to the fullest extent legally permissible, the other Company Related Parties), other than the Company’s right to seek to specifically enforce the Equity Commitment Letters in accordance with, and subject to, the terms and conditions of this Agreement and the Confidentiality Equity Commitment Letters, (i) hereby waives any claims or rights against any Equity Financing Source relating to or arising out of this Agreement, the Equity Commitment Letters, the Equity Commitment and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, and (ii) hereby agrees not to bring or support any Action against any Equity Financing Source in connection with this Agreement, the Equity Commitment Letters, the Equity Commitment and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise.

Non-Recourse. This Agreement and any other Transaction Document may only be enforced against, and any claimclaim or cause of action (whether at law or in equity, actionin tort, suit contract or other legal proceeding otherwise) that may be based upon, arising arise out of, or related relate to this Agreement, Agreement or any other Transaction Document or the negotiation, execution or performance of this Agreementhereof or thereof, may only be brought against the entities each Person that are is expressly named as parties hereto a party to this Agreement or such other Transaction Document in such Person’s capacity as such, subject to Section 8.12, and then only with respect to the specific obligations set forth herein in this Agreement or such other Transaction Document with respect to such partyparty (subject to the terms, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as conditions and other limitations set forth in this Agreement or the Confidentiality Agreementherein), and, other than Lamington Road and Parent, no former, current or future officersdirect or indirect stockholders, employeesequity holders, directorscontrolling persons, portfolio companies, incorporators, members, trustees, beneficiaries, partners, direct or indirect equity holdersfinancing sources, managers, members, attorneysAffiliates, agents, advisors or other Representatives of any party hereto (eachor of any Affiliate of any party, a “Non-Recourse Party”) or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto under this Agreement Agreement, any other Transaction Document or for any claim or proceeding cause of action (whether at law or in equity, in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or such other Transaction Document or in respect of any covenants, representations, warranties or statements (whether written or oral representations oral, express or implied) made or alleged to be have been made in connection herewithherewith or therewith. In furtherance and not in limitation of Notwithstanding the foregoing, each nothing in this Section 8.11 shall prohibit the Partnership, the New General Partner or Purchaser from asserting a claim of set off against any distributions payable to the holders of the Class B Partnership Units (including any future holder of the Class B Partnership Units who is not a party covenants, agrees and acknowledges that no recourse under to this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (BTransaction Document) pursuant to the express terms of the Confidentiality Agreement.A&R LPA

Non-Recourse. This Except for claims pursuant to the Transaction Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance action for breach of this Agreement, Agreement may only be brought against made against, the entities that are expressly named as parties hereto Parties, and then only with respect to the specific obligations set forth herein with respect to such party, except for no claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding nature whatsoever (whether in tort, contract or otherwise) based onarising under or relating to this Agreement, in respect of the negotiation hereof or by reason of its subject matter, or the transactions contemplated by hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than the Shareholders named as parties hereto), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than the Shareholders named as parties hereto), shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation , or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any other agreement referenced herein or kind furnished in connection with any this Agreement, the negotiation hereof or the transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms of the Confidentiality Agreementhereby.

Non-Recourse. This Agreement Each Party agrees, on behalf of itself and its respective Affiliates, that all actions, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity, or granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related to this Agreementby reason of, be connected with, or relate in any manner to: (a) this Agreement or the Transactions, (b) the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), (c) any breach or violation of this Agreement and (d) any failure of the Transactions to be consummated, in each case, may be made only be brought against (and are those solely of) the entities Parties that are expressly named identified as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality this Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement to the contrary, each party Party hereto covenants, agrees and acknowledges acknowledges, on behalf of itself and their respective Affiliates, that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement of the Transactions shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance withother Person, and pursuant no other Person shall have any Liabilities or obligations (whether in Contract or in tort, in Law or in equity, or granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the terms items in the immediately preceding clauses (a) through (d), it being expressly agreed and conditions acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d). No Person, other than the Parties, shall be responsible or liable for any damages which may be alleged as a result of this Agreement or the Transactions (B) pursuant or the termination or abandonment thereof). Notwithstanding anything to the express terms contrary set forth in this Section ‎11.14, it is expressly understood and agreed that none of the foregoing shall limit, impair or otherwise affect the rights, liabilities or obligations of any Person arising out of or relating to the Confidentiality AgreementAgreement or the Company Support Agreement to the extent such Person is expressly party thereto.

Non-Recourse. This Agreement Except to the extent otherwise set forth in any Equity Commitment Letter and the Confidentiality Agreement, all Liabilities or Actions (whether in contract or in tort, in law or in equity, or granted by statute) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only be brought against (and such representations and warranties are those solely of) the entities Persons that are expressly named identified as parties hereto in the preamble to this Agreement. No Person who is not a party to this Agreement, including any past, present or future equityholder, Affiliate, Representative or assignee of, and then only with respect to the specific obligations set forth herein with respect to such any financial advisor or lender to, any party, except for claims that the Company or any past, present or future equityholder, Affiliate, Representative or assignee of, and any financial advisor or lender to, any of its Subsidiaries may assert the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in accordance with the Confidentiality Agreement. Except as set forth contract or in tort, in law or in equity, or granted by statute) for any Liabilities or Actions arising under, out of, in connection with, or related in any manner to this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of of, or by reason of the transactions contemplated by this Agreement or its negotiation, execution, performance, or breach (other than as set forth in respect of any written Equity Commitment Letter and the Confidentiality Agreement), and, to the maximum extent permitted by Law, each party hereto hereby waives and releases all such Liabilities or oral representations made or alleged to be made in connection herewithActions against any such Nonparty Affiliates. In furtherance and not in limitation of Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in any Equity Commitment Letter and the Confidentiality Agreement, each party covenants, agrees and acknowledges that no recourse under hereto disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any other agreement referenced herein representation or warranty made in, in connection with any transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions ofor as an inducement to, this Agreement or (B) pursuant to the express terms of the Confidentiality Agreement.. [Signature Page Follows]

Non-Recourse. This Agreement All claims, obligations, liabilities or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) and the transactions contemplated hereby, may be made, subject to Section 6.1, only be brought against the entities that (and such representations and warranties are expressly named as parties hereto those solely of) Parent, Merger Sub and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company (the “Contracting Parties”). No Person who is not a Contracting Party, including any past, present or future director, officer, employee, incorporator, member, partner, manager, Stockholder, Warrantholder, Affiliate, agent, attorney, Representative or assignee of, and any financial advisor or lender to, any Contracting Party, or any past, present or future director, officer, employee, incorporator, member, partner, manager, Stockholder, Warrantholder, Affiliate, agent, attorney, Representative or assignee of, and any financial advisor or lender to, any of its Subsidiaries may assert the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in accordance contract or in tort, in Law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, or in connection with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current transactions contemplated hereby or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of of, or by reason of the transactions contemplated by this Agreement or in respect its negotiation, execution, performance or breach, and, to the maximum extent permitted by law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any written or oral representations made or alleged to be made in connection herewithsuch Nonparty Affiliates. In furtherance and not in limitation of Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Confidentiality Agreement, each party covenants, agrees and acknowledges that no recourse under Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any other agreement referenced herein representation or warranty made in, in connection with any transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and or as an inducement to this Agreement. Notwithstanding the foregoing, nothing in this Section 8.4 is intended to or shall relieve or release any Person from its obligations under any other contract or other document to which such Person is expressly made a party that is delivered pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms of the Confidentiality Agreement.

Non-Recourse. This Agreement (a) Without limiting any of the express terms or conditions of this Agreement, each party agrees, on behalf of itself and its Affiliates and Representatives, that other than pursuant to (A) the Confidentiality Agreement, (B) pursuant to the Equity Commitment Letter and (C) pursuant to the Limited Guarantee, all proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related to this Agreementby reason of, be connected with, or relate to (i) this Agreement or the Transactions, (ii) the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), (iii) any breach or violation of this Agreement and (iv) any failure of the Transactions to be consummated, in each case, may be made only be brought against (and are those solely of) the entities persons that are expressly named identified herein as parties hereto and then only with respect a party to the specific obligations set forth herein with respect to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement (or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of a party to any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any such other agreement referenced herein or in connection with any transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (Ahereunder) against another party solely and in accordance with, and pursuant subject to the terms and conditions of, this Agreement (or the terms of any such other agreement referenced herein or contemplated hereunder). (Bb) pursuant Notwithstanding anything to the express terms contrary contained herein, the Company (on behalf of itself and its Affiliates and, to the fullest extent legally permissible, the other Company Related Parties), other than (x) the Company’s rights set forth in Section 9.03, (x) the Company’s, and any of its Subsidiaries’ rights in respect of the Confidentiality transactions and agreements contemplated by the Debt Financing, the Debt Commitment Letter and/or the Debt Financing Agreements after the Offer Closing, (y) the Company’s right to seek to specifically enforce (or cause Parent or Merger Sub to enforce) the Equity Commitment Letter, in accordance with, and subject to, the terms and conditions of this Agreement and the Equity Commitment Letter and (z) the Company’s rights in respect of the Limited Guarantee, in accordance with, and subject to, the terms and conditions of this Agreement and the Limited Guarantee, (i) hereby waives any claims or rights against any Equity Financing Source or Debt Financing Source relating to or arising out of this Agreement, the Equity Commitment Letter, the Equity Financing, the Debt Commitment Letters, the Debt Financing and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, and (ii) hereby agrees not to bring or support any Action against any Equity Financing Source or Debt Financing Source in connection with this Agreement, the Equity Commitment Letter, the Equity Financing, the Debt Commitment Letters, the Debt Financing and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise.

Non-Recourse. (a) This Agreement may only be enforced against, and any claimclaim or cause of action based upon, actionarising out of, suit or related to this Agreement or the Transactions may only be brought against, the Company, SPAC and Merger Sub as named Parties. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative of the Company, SPAC or Merger Sub shall have any liability (whether in Contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other legal proceeding obligations or liabilities of any one or more of the Company, SPAC or Merger Sub under this Agreement for any claim based on, arising out of, or related to this Agreement or the Transactions. (b) Notwithstanding the foregoing, a Related Party may have (and this Section 11.14 shall no way amend, alter, limit or otherwise effect) obligations under any documents, agreements, or instruments delivered contemporaneously herewith if such Related Party is party to such document, agreement or instrument. Except to the extent otherwise set forth herein, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties Parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms of the Confidentiality Agreement.

Non-Recourse. This Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party(ies) thereto against any other party(ies) thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance action for breach of this Agreement, Agreement may only be brought against made against, the entities that are expressly named as parties hereto Parties, and then only with respect to the specific obligations set forth herein with respect to such party, except for no claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding nature whatsoever (whether in tort, contract or otherwise) based onarising under or relating to this Agreement, in respect of the negotiation hereof or by reason of its subject matter, or the transactions contemplated by hereby shall be asserted against any Company Non-Party Affiliate or any SOAC Non-Party Affiliate (other than the Shareholders named as parties hereto), and (b) no Company Non-Party Affiliate or SOAC Non-Party Affiliate (other than the Shareholders named as parties hereto), shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation , or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any other agreement referenced herein or kind furnished in connection with any this Agreement, the negotiation hereof or the transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms of the Confidentiality Agreementhereby.

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit claims or other legal proceeding causes of action that may be based upon, arising arise out of, of or related relate to this Agreement, or the negotiation, execution or performance of this Agreement, Agreement may only be brought made against the entities that are expressly named identified as parties hereto and then (and, in the case of the CD&R Fund, only with respect to its obligations under Section 4.10), including entities that become parties hereto after the specific obligations set forth herein with respect to such partydate hereof, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, and no former, current or future equityholders, controlling persons, directors, officers, employees, directors, partners, direct agents or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives 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 any party hereto under the parties to this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of of, or by reason of of, the transactions contemplated by this Agreement, the other Transaction Documents or the Snap One Merger Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not herewith or therewith, provided that the foregoing shall in limitation no way limit any rights or remedies of the foregoingCompany expressly set forth in the Commitment Letter. Without limiting the rights of either party against the other party hereto, each in no event shall either party covenants, agrees and acknowledges that no recourse under or any of its Affiliates seek to enforce this Agreement or against, make any other agreement referenced herein or in connection with any transactions contemplated by claims for breach of this Agreement shall be sought against, or had against seek to recover monetary damages from, any Non-Recourse Party, except for claims provided that the foregoing shall in no way limit any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement rights or (B) pursuant to the express terms remedies of the Confidentiality AgreementCompany expressly set forth in the Commitment Letter.

Non-Recourse. This Agreement may only be enforced againstagainst the named parties. All Legal Actions and Damages (whether in contract, and any claimtort, actionequity, suit law or other legal proceeding granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, arising arise under, out or by reason of, or related to this Agreementbe connected with, or relate in any manner to (a) this Agreement or any of the other agreements or documents contemplated hereby, (b) the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company Agreement or any of its Subsidiaries may assert the documents contemplated hereby (including any representation or warranty made in accordance with the Confidentiality Agreement. Except connection with, or as set forth in an inducement to, this Agreement or any of the Confidentiality Agreementother agreements or documents contemplated hereby), no former, current (c) any breach or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives violation of this Agreement (including the failure of any party hereto representation and warranty to be true or accurate) or any of the 84 **MSPSC Electronic Copy ** 2016-UA-225 Filed on 11/14/2016 ** other agreements or documents contemplated hereby and (each, a “Non-Recourse Party”d) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason failure of the transactions contemplated by this Agreement (including the Merger) or in respect of any written the other agreements or oral representations made or alleged documents contemplated hereby to be consummated, in the case of clauses (a) through (d), may be made only against (and are those solely of) the Persons that are expressly named as parties to this Agreement, the Debt Commitment Letter, the Fee Letter, the Equity Commitment Letter, the Limited Guaranty and the Confidentiality Agreement, and then only to the extent of the specific obligations of such Persons set forth in connection herewithsuch document,as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, each party hereto covenants, agrees and acknowledges that (except to the extent named as a party to this Agreement, the Debt Commitment Letter, the Fee Letter, the Equity Commitment Letter, the Limited Guaranty or the Confidentiality Agreement, and then only to the extent of the specific obligations of such parties set forth in such document, às applicable) no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement related document shall be sought or had against any Non- Recourse Company Party or Non-Recourse Parent Party, except for claims that any party may assert (A) against another party solely whether in accordance withcontract, and pursuant to the terms and conditions oftort, this Agreement equity, law or (B) pursuant to the express terms granted by statute whether by or through attempted piercing of the Confidentiality Agreementcorporate, limited partnership or limited liability company veil or otherwise.

Non-Recourse. This Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each party agrees that (a) this Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance action for breach of this Agreement, Agreement may only be brought against made against, the entities that are expressly named as parties hereto parties, and then only with respect to the specific obligations set forth herein with respect to such party, except for no claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding nature whatsoever (whether in tort, contract or otherwise) based onarising under or relating to this Agreement, in respect of the negotiation hereof or by reason of its subject matter, or the transactions contemplated by hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than the Company Supporting Shareholders named as parties hereto), and (b) no SPAC Non-Party Affiliate or Company Non-Party Affiliate (other than the Company Supporting Shareholders named as parties hereto), shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation , or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any other agreement referenced herein or kind furnished in connection with any this Agreement, the negotiation hereof or the transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms of the Confidentiality Agreementhereby.

Non-Recourse. This Agreement Subject to the penultimate sentence of this Section 10.13, each Party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out of or related to this Agreementby reason of, be connected with, or relate in any manner to: (A) this Agreement or any Transaction Document or the transactions contemplated hereby or thereby, (B) the negotiation, execution or performance of this AgreementAgreement or any Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such Transaction Document), (C) any breach or violation of this Agreement or any Transaction Document, and (D) any failure of the transactions contemplated hereunder or under any Transaction Document to be consummated, in each case, may be made only be brought against (and are those solely of) the entities Persons that are expressly identified as parties to this Agreement or, in the case of a Transaction Document, the Persons that are expressly named as parties hereto thereof, and, in accordance with, and then only with respect subject to the specific obligations set forth herein with respect to such partyterms and conditions of, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreementsuch Transaction Document, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewithas applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or any Transaction Document or otherwise to the contrary, but subject to the penultimate sentence of this Section 10.13, each party Party covenants, agrees and acknowledges acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement or any other agreement referenced herein Transaction Document or in connection with any Transactions (or transactions contemplated by this Agreement the Transaction Documents) shall be sought or had against any Non-Recourse Partyother Person, and no other Person shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that any party the a Party may assert (Ai) against another any Person that is party to, and solely pursuant to the terms and conditions of, an applicable Transaction Document or (ii) against a Party solely in accordance with, and pursuant to the terms and conditions of, this Agreement Agreement. Notwithstanding the foregoing, nothing in this Section 10.13, shall be deemed to relieve any Subsidiary of Torch or (B) United of any obligations it may have pursuant to the express terms of any Transaction Document and nothing in this Section 10.13 shall be deemed to relieve Torch or United of any obligations it may have in respect of any of its respective Subsidiaries pursuant to the Confidentiality Agreementexpress terms of this Agreement or any Transaction Document. Notwithstanding anything to the contrary herein, in any Transaction Document or otherwise, with respect to each Party, no Related Party of such Person shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement or any Transaction Document or the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing.

Non-Recourse. This Agreement All Actions, obligations or losses (whether in Contract, in tort, in Law or in equity, or granted by statute whether by or though attempted piercing of the corporate, limited partnership or limited liability company veil) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related by reason of, be connected with, or relate in any manner to (i) this Agreement, or (ii) the negotiation, execution or performance of this Agreement (including any representation or warranty made in connection with, or as inducement to, this Agreement), (iii) any breach or violation of this Agreement, and (iv) any failure of the Mergers or any other transaction contemplated by this Agreement to be consummated, in each case, may be made only be brought against (and are those solely of) the entities Persons that are expressly named identified as parties hereto and then only with respect Parties to this Agreement (other than indemnification claims against the specific obligations set forth herein with respect to such party, except for claims that the Management Company or any of its Subsidiaries may assert Members in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives terms of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewithArticle VIII). In furtherance and not in limitation of the foregoing, and notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Parties may be partnerships or limited liability companies, each party Party hereto covenants, agrees and acknowledges that no recourse under this Agreement, any Related Document or any documents or instruments delivered in connection with this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement Related Document shall be sought or had against any Non-Recourse Party’s Affiliates or any of such Party’s or such Parties’ Affiliates’ former, except current or future direct or indirect equity holders, controlling persons, shareholders, directors, officers, employees, agents, members, managers, general or limited partners or assignees (each a “Related Party” and collectively, the “Related Parties”), in each case other than the Parties hereto and each of their respective successors and permitted assignees under this Agreement (and, in the case of any Related Document, the applicable parties thereto and each of their respective successors and permitted assigns), whether in Contract, tort, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the Related Parties, as such, for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, obligation or liability of any Party under this Agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or liabilities or their creation; provided, however, that nothing in this Section 9.11 shall relieve or otherwise limit (Bx) pursuant the liability of any Party hereto or any of their respective successors or permitted assigns for any breach or violation of its obligations under such agreements, documents or instruments or (y) a Party’s right to the express terms of the Confidentiality Agreementmake claims for indemnification as provided in Article VIII.

Non-Recourse. This Agreement may only be enforced againstEach party hereto agrees, on behalf of itself and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or and future holders of any equity, controlling persons, directors, officers, employees, directorsagents, partnersattorneys, direct or indirect equity holderscontrolled Affiliates, members, managers, membersgeneral or limited partners, attorneysstockholders and assignees of it and its controlled Affiliates, agentsthat all Action, advisors claims, obligations, liabilities, or other Representatives causes of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding action (whether in contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership, limited liability company or other entity veil or any other theory or doctrine, including alter ego or otherwise) that may be based onupon, in respect of of, arise under, out or by reason of the transactions contemplated by this Agreement of, be connected with, or relate in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, each party covenants, agrees and acknowledges that no recourse under manner to: (a) this Agreement or any other agreement referenced herein or contemplated hereby or the transactions contemplated hereunder or thereunder, (b) the negotiation, execution or performance of this Agreement or any other agreement referenced herein or contemplated hereby (including any representation or warranty made in, in connection with any transactions contemplated by with, or as an inducement to, this Agreement shall or such other agreement), and (c) any breach or violation of this Agreement or any other agreement referenced herein or contemplated hereby, in each case, may be sought made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (or had against any Non-Recourse Partyother agreement referenced herein or contemplated hereby, except for claims that any party may assert (Aas applicable) against another party solely and in accordance with, and pursuant subject to the terms and conditions of, this Agreement (or (B) pursuant to the express terms of the Confidentiality Agreementany other agreement referenced herein or contemplated hereby, in each case as applicable).

Non-Recourse. This Agreement Each party agrees, on behalf of itself and its Related Parties, that all Proceedings (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related to by reason of, be connected with, or relate in any manner to: (a) this Agreement, any of the other Transaction Documents or the Merger (including the Financing) or any other transactions contemplated hereunder or thereunder; (b) the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company Agreement or any of its Subsidiaries the other Transaction Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents); (c) any breach or violation of this Agreement or any of the other Transaction Documents; and (d) any failure of the Merger or any other transactions contemplated under this Agreement or the other Transaction Documents (including the Financing) to be consummated, in each case, may assert be made only against the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the case of the other Transaction Documents, Persons expressly identified as parties to such Transaction Documents, and their respective successors and assigns, and in accordance with with, and subject to the Confidentiality Agreementterms and conditions of, this Agreement or such Transaction Documents, as applicable. Except as set forth Notwithstanding anything in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged other Transaction Documents to be made in connection herewith. In furtherance and not in limitation of the foregoingcontrary, each party covenantsagrees, agrees on behalf of itself and acknowledges its respective Related Parties, that no recourse under this Agreement or any of the other agreement referenced herein Transaction Documents or in connection with the Merger or any other transactions contemplated by this Agreement shall hereunder or under any other Transaction Document (including the Financing) will be sought or had against the other Person, or its Related Parties, and no other Person, including any Non-Recourse Related Party, will have any liabilities or obligations, for any claims arising under, out of, in connection with or related to the items in the immediately preceding clauses (a) through (d), except for claims that any party (i) the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (B) and (C), in all respects to the limitations set forth in Section 7.2, Section 7.3(d), Section 7.3(e), Section 8.5(b) and this Section 8.17) (A) against another any Person that is party to, and solely pursuant to the terms and conditions of the Confidentiality Agreement; (B) against each Equity Investor under, if, as and when required pursuant to the terms and conditions of the Guarantee; (C) against the Equity Investors for specific performance of their obligation to fund their committed portions of the Equity Financing solely in accordance with, and pursuant to the terms and conditions of Section 6 of the Equity Commitment Letter; or (D) against the Company, Parent and Merger Sub in accordance with, and pursuant to the terms and conditions of this Agreement, or (ii) the third parties identified as third party beneficiaries in Section 8.13 may assert solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or (B) pursuant to the express terms any of the other Transaction Documents, no Parent Related Party will be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be alleged as a result of this Agreement or any of the other Transaction Documents (excluding under the Confidentiality AgreementAgreement in accordance with their terms) or the Merger (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. This (a) Notwithstanding anything in this Agreement or any of the agreements relating to the Debt Financing or the Equity Financing to the contrary, each party agrees, on behalf of itself and its affiliates and Representatives, that all proceedings, claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related to this Agreementby reason of, be connected with, or relate to any Company Transaction Related Matter or any Parent Transaction Related Matter, as applicable, including the negotiation, execution or performance of this AgreementAgreement or any other agreement referenced herein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), in each case, may be made only be brought against (and are those solely of) the entities persons that are expressly named identified herein as parties hereto a party to this Agreement (or a party to any such other agreement referenced herein or contemplated hereunder) and, in accordance with, and then only with respect subject to the specific obligations set forth terms and conditions of this Agreement (or the terms of any such other agreement referenced herein or contemplated hereunder). (b) Notwithstanding anything to the contrary contained herein, other than in connection with respect the Company’s right to such partyseek to specifically enforce the Equity Commitment Letter in accordance with, except for and subject to, the terms and conditions of this Agreement and the Equity Commitment Letter and claims that by the Company against the Guarantor in connection with and under the terms of the Guarantee, in no event shall the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in Company Related Parties, and the Company agrees not to and to cause the Company Related Parties not to, seek to enforce this Agreement or the Confidentiality Agreementagainst, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives make any claims for breach of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement against, or for make any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or claims in respect of any written Parent Transaction Related Matters against or oral representations made seek to recover monetary damages from, any Parent Related Party other than Parent or alleged Merger Sub. (c) Notwithstanding anything to be made the contrary contained herein, the Company on behalf of itself and the Company Subsidiaries (i) hereby waives any rights or claims against any Lender Related Party in connection herewithany way related to this Agreement, the Merger or any of the other transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing (including with respect to the Debt Financing Documents) and (ii) agrees not to commence any such action or proceeding against any Lender Related Party. In furtherance and not in limitation of the foregoingforegoing waiver, each party covenants, agrees it is acknowledged and acknowledges agreed that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement Lender Related Party shall be sought subject to any special, consequential, punitive or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement indirect damages or (B) pursuant to the express terms damages of the Confidentiality Agreementa tortious nature.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement, the Purchaser’s liability for any liability, loss, damage or recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under or in connection with any breach of this Agreement or any other Transaction Agreement (whether willfully, intentionally, unintentionally or otherwise) or in respect of any oral representations made or alleged to have been made in connection herewith shall be no greater than an amount equal to the Purchase Price and the Purchaser shall have no further liability or obligation relating to or arising out of this Agreement, any other Transaction Agreement or the Transactions in excess of such amount. For the avoidance of doubt, the foregoing shall not limit the Company’s rights under Section 6.10. (b) This Agreement may only be enforced against, and any claim, action, suit claim or other legal proceeding cause of action based upon, arising out of, or related to this Agreement, Agreement or the negotiation, execution or performance of this Agreement, transactions contemplated hereby may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims their respective successors and assigns (including any Person that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreementexecutes and delivers a Joinder). Except as set forth in this Agreement or the Confidentiality Agreementimmediately preceding sentence, no formerpast, current present or future officersdirector, employeesofficer, directorsemployee, incorporator, member, partners, direct stockholder, Affiliate, agent, attorney, advisor or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives representative of any party hereto (eachcollectively, a the “Non-Recourse PartySpecified Persons”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of of, or by reason of of, the transactions contemplated by this Agreement or in hereby (other than the Guarantor with respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms obligations set forth in Section 4.24). [Remainder of the Confidentiality Agreementpage intentionally left blank.]

Non-Recourse. This Agreement Each of the parties hereto agrees, on behalf of itself and their respective Affiliates, that all Actions, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity, or granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related to this Agreementby reason of, be connected with, or relate in any manner to: (i) this Agreement or any other Transaction Document or the Confidentiality Agreement or the Financing or the Transactions, (ii) the negotiation, execution or performance of this Agreement, the Confidentiality Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, the Confidentiality Agreement or any other Transaction Document), (iii) any breach or violation of this Agreement, the Confidentiality Agreement or any other Transaction Document and (iv) any failure of the Transactions or the Financing to be consummated, in each case, may be made only be brought against (and are those solely of) the entities Persons that are expressly named identified as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality this Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement to the contrary, each party hereto covenants, agrees and acknowledges acknowledges, on behalf of itself and their respective Affiliates, that no recourse under this Agreement, the Confidentiality Agreement or any other agreement referenced herein Transaction Document or in connection with any transactions contemplated by this Agreement thereby or the Financing shall be sought or had against any other Person, including any Non-Recourse PartyPerson, and no other Person, including any Non-Recourse Person, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity, or granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (i) through (iv), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (i) through (iv), in each case, except for claims that any party the Company may assert against (Ax) against another party solely in accordance withGuarantor P, if, as and when required pursuant to the terms and conditions ofof the Limited Guaranty and (y) Guarantor A, this Agreement or (B) if, as and when required pursuant to the express terms and conditions of the Limited Guaranty. No Non-Recourse Person shall be responsible or liable for any indirect, special, punitive or consequential damages which may be alleged as a result of this Agreement, the Transaction Documents, the Confidentiality Agreement, the Financing or the Transactions (or the termination or abandonment thereof).

Non-Recourse. This Agreement Each party agrees, on behalf of itself and its Related Parties, that all Proceedings (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related to by reason of, be connected with, or relate in any manner to: (a) this Agreement, any of the other Transaction Documents or the Merger (including the Financing) or any other transactions contemplated hereunder or thereunder; (b) the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company Agreement or any of its Subsidiaries the other Transaction Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents); (c) any breach or violation of this Agreement or any of the other Transaction Documents; and (d) any failure of the Merger (including the Financing) or any other transactions contemplated hereunder or thereunder to be consummated, in each case, may assert be made only against the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the case of the other Transaction Documents, Persons expressly identified as parties to such Transaction Documents, and their respective successors and assigns, and in accordance with with, and subject to the Confidentiality Agreementterms and conditions of, this Agreement or such Transaction Documents, as applicable. Except as set forth Notwithstanding anything in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged other Transaction Documents to be made in connection herewith. In furtherance and not in limitation of the foregoingcontrary, each party covenantsagrees, agrees on behalf of itself and acknowledges its respective Related Parties, that no recourse under this Agreement or any of the other agreement referenced herein Transaction Documents or in connection with the Merger (including the Financing) or any other transactions contemplated by this Agreement shall hereunder or under any other Transaction Document will be sought or had against the other Person, or its Related Parties, and no other Person, including any Non-Recourse Related Party, will have any liabilities or obligations, for any claims arising under, out of, in connection with or related to the items in the immediately preceding clauses (a) through (d), except for claims that any party (i) the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (B) and (C), in all respects to the limitations set forth in Section 7.2, Section 7.3(d), Section 7.3(e), Section 7.3(f), Section 7.3(g), Section 8.5(b) and this Section 8.16) (A) against another any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreements; (B) against each Equity Investor under, if, as and when required pursuant to the terms and conditions of its Guarantee; (C) against the Equity Investors for specific performance of their obligation to fund their committed portions of the Equity Financing solely in accordance with, and pursuant to the terms and conditions of, Section 6 of the Equity Commitment Letters; or (D) against the Company, Parent and Merger Sub in accordance with, and pursuant to the terms and conditions of, this Agreement, or (ii) the third parties identified as third party beneficiaries in Section 8.13 may assert solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or (B) pursuant to the express terms any of the other Transaction Documents, no Parent Related Party will be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be alleged as a result of this Agreement or any of the other Transaction Documents (excluding under the Confidentiality AgreementAgreements in accordance with their terms) or the Merger (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. This Agreement may only be enforced againstagainst the named Parties. All legal proceedings, and any claimLegal Actions, actionobligations, suit losses, damages, claims or other legal proceeding causes of action (whether in contract, in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, arising arise under, out or by reason of, or related to this Agreementbe connected with, or relate in any manner to (a) this Agreement or any of the Ancillary Agreements, (b) the negotiation, execution or performance of this AgreementAgreement or any of the Ancillary Agreements (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the Ancillary Agreements), (c) any breach or violation of this Agreement (including the failure of any representation and warranty to be true or accurate) or any of the Ancillary Agreements, and (d) any failure of the Transactions or the Ancillary Agreements, in the case of clauses (a) and (b), may be made only be brought against (and are those solely of) the entities Persons that are expressly named as parties hereto to this Agreement, and the Confidentiality Agreement, and then only with respect to the extent of the specific obligations set forth herein with respect to of such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as Persons set forth in this Agreement Agreement, or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewithas applicable. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, each party Party covenants, agrees and acknowledges that (except to the extent named as a party, the Confidentiality Agreement, and then only to the extent of the specific obligations of such parties set forth in this Agreement, or the Confidentiality Agreement, as applicable) no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement related document shall be sought or had against any Non-Recourse PartyCompany Affiliate or Purchaser Affiliate, except for claims that any party may assert (A) against another party solely whether in accordance withcontract, and pursuant to the terms and conditions oftort, this Agreement equity, law or (B) pursuant to the express terms granted by statute whether by or through attempted piercing of the Confidentiality Agreementcorporate, limited partnership or limited liability company veil or otherwise.

Non-Recourse. This Agreement Each Party agrees, on behalf of itself and its Affiliates and its and their respective Representatives, that all proceedings, claims, obligations, liabilities or causes of action (whether in contract or in tort, at law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related to this Agreementby reason of, be connected with, or relate to (i) this Agreement or the Transactions, (ii) the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), (iii) any breach or violation of this Agreement and (iv) any failure of the Transactions to be consummated, in each case, may be made only be brought against (and are those solely of) the entities that are expressly named as parties hereto and then only Persons that, with respect to the specific obligations set forth this Agreement, are expressly identified herein as Parties to this Agreement and, with respect to such party, except for claims that the Company any other agreement delivered or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made executed in connection herewith, that are parties to such agreement, in each case in accordance with, and subject to the terms and conditions of, the applicable agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement to the contrary, each party Party covenants, agrees and acknowledges acknowledges, on behalf of itself and its respective Affiliates and its and their respective Representatives, that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement Transactions shall be sought or had against any other Person (each, a “Non-Recourse recourse Party”) and no Non-recourse Party shall have any liabilities or obligations (whether in contract or in tort, at law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (i) through (iv), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (i) through (iv), in each case, except for claims that any party Merger Sub, Parent, QHP Capital, L.P. (solely with respect to the Non-Disclosure Agreement) or the Company, as applicable, may assert (A) against another Person that is a party to, and solely pursuant to the terms and conditions of, the Non-Disclosure Agreement or any Support Agreement and (B) against Merger Sub, Parent or the Company in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to Agreement. The Parties acknowledge and agree that the express terms Non-recourse Parties are intended third-party beneficiaries of the Confidentiality Agreementthis Section 10.15.

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Parent Guarantee, the Equity Commitment Letter or the Confidentiality Agreement, in each case, to the extent set forth, and subject to the limitations, therein. Except as set forth in this Agreement Agreement, the Parent Guarantee, the Equity Commitment Letter or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement Transactions or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement Transactions shall be sought or had against any Non-Recourse Party, except for claims that any party may assert against (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms of Parent Guarantee, the Equity Commitment Letter or the Confidentiality Agreement.

Non-Recourse. This Except as expressly set forth in the Confidentiality Agreement or the Transaction Documents, all causes of action or Proceedings (whether in contract or in tort, in equity or at Law, or granted by statute) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution preparation, execution, delivery, performance or performance breach of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may only be brought only against (and are those solely of) the entities Persons that are expressly named identified as parties hereto and then only with respect to Parties in the specific obligations set forth herein with respect to such party, except for claims that the Company or any preamble of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement(each, no formera “Contracting Party”). No Person who is not a Contracting Party, current including any past, present or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors holder or other Representatives Representative of such Contracting Party or any Representative of any party hereto of the foregoing (each, a the “Non-Recourse Party”) ), shall have any liability Liability or other obligation (whether in contract or in tort, in equity or at Law, or granted by statute) for any obligations cause of action or liabilities of Proceeding arising under, out of, in connection with, or related in any party hereto under manner to this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of of, or by reason of the transactions contemplated by this Agreement or its negotiation, preparation, execution, delivery, performance, or breach (except as expressly set forth in respect the Confidentiality Agreement or the Transaction Documents); and, to the maximum extent permitted by applicable Law, each Contracting Party ▇▇▇▇▇▇ ▇▇▇▇▇▇ and releases all such causes of action and Proceedings against any written or oral representations made or alleged to be made in connection herewithsuch Non-Recourse Party. In furtherance and not in limitation Without limiting the generality of the foregoing, to the maximum extent permitted by applicable Law, (a) each party covenantsContracting Party hereby waives and releases any and all causes of action or Proceedings that may otherwise be brought in equity or at Law, agrees and acknowledges that no recourse under this Agreement or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability or other obligation of any other agreement referenced herein or in connection with any transactions contemplated by this Agreement shall be sought or had against Contracting Party on any Non-Recourse Party, except for claims that whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Non-Recourse Party with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding the foregoing, nothing in this Section 9.14 shall waive or release any Liability, obligation, cause of action or Proceeding under, or preclude any party may assert (A) against another party solely in accordance withto the Confidentiality Agreement or any Transaction Document from making any claim under, the Confidentiality Agreement or any Transaction Documents, to the extent permitted therein and pursuant to the terms thereof (and conditions of, this Agreement or (B) pursuant subject to the express terms of the Confidentiality Agreementapplicable limitations set forth therein).

Non-Recourse. This Agreement Each Party agrees, on behalf of itself and its Related Parties, that all Legal Proceedings (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related to by reason of, be connected with, or relate in any manner to: (a) this Agreement, any of the Transaction Documents or the Merger (including the Equity Financing); (b) the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company Agreement or any of its Subsidiaries the Transaction Documents; (c) any breach or violation of this Agreement or any of the Transaction Documents; or (d) any failure of the Merger to be consummated, in each case, may assert be made only (i) against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the case of the Transaction Documents, Persons expressly identified as parties to such Transaction Documents; and (ii) in accordance with with, and subject to the Confidentiality Agreementterms and conditions of, this Agreement or such Transaction Documents, as applicable. Except as set forth Notwithstanding anything in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged Transaction Documents to be made in connection herewith. In furtherance and not in limitation of the foregoingcontrary, each party covenantsParty agrees, agrees on behalf of itself and acknowledges its Related Parties, that no recourse under this Agreement or any other agreement referenced herein of the Transaction Documents or in connection with any transactions contemplated by this Agreement shall the Merger will be sought or had against any Non-Recourse Person not expressly identified as a party to this Agreement or such Transaction Document, as applicable, and no other Person, including any Related Party, will have any liabilities or obligations (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in clauses (a) through (d), it being acknowledged and agreed that no personal liability or losses whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in clauses (a) through (d), in each case, except for claims that any party the Company, Parent or Merger Sub, as applicable, may assert assert: (A) against another any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement; (B) against the Guarantors under, if, as and when required pursuant to the terms and conditions of the Guarantee; (C) against the parties to the Equity Commitment Letter for specific performance of the obligation to fund the Equity Financing in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter; or (D) against the Company, Parent and Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms of the Confidentiality Agreement.

Non-Recourse. This Notwithstanding anything to the contrary contained herein or otherwise, but subject to the final sentence of this Section, this Agreement may only be enforced against, and any claim, action, suit claims or other legal proceeding causes of action that may be based upon, arising arise out of, of or related relate to this Agreement, or the negotiation, execution or performance of this AgreementAgreement or the Transactions, may only be brought against made against, the entities Persons that are expressly named identified as parties hereto and then only with respect in their capacities as parties to this Agreement or the Stockholder Agreement (to the specific extent of the obligations of the applicable Company Securityholders set forth herein with respect in the Stockholder Agreement or the other documents delivered by such Company Securityholders pursuant to such party, except for claims that the Company or any of its Subsidiaries may assert this Agreement in accordance connection with the Confidentiality Agreement. Except Merger), and no Non-Party (other than parties to the Stockholder Agreement as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”Section 9.19) shall have any liability for any obligations or liabilities of any party hereto under this Agreement the parties or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of of, or by reason of of, the transactions contemplated by this Agreement Transactions or in respect of any written representations, warranties, covenants or oral representations statements made or alleged to be made in connection herewith. In furtherance and not Without limiting the rights of any party against the other parties, in limitation 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-Party, in each case, subject to the final sentence of this Section. Notwithstanding the foregoing, each party covenants, agrees and acknowledges that no recourse under nothing in this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement Section shall be sought or had against any Non-Recourse Party, except for claims that (i) preclude any party may assert to another Transaction Document from making any claim thereunder, to the extent permitted therein or (Aii) against another party solely limit any of Acquirer’s rights under Article VIII, including the right to seek Indemnifiable Damages from any Company Securityholder in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms of the Confidentiality Agreementtherewith.

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Guarantees, the Equity Commitment Letters or the Confidentiality Agreement. Except as set forth in this Agreement Agreement, the Guarantees, the Equity Commitment Letters or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement Transactions or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement Transactions shall be sought or had against any Non-Recourse Party, except for claims that any party may assert against (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms of Guarantees, the Equity Commitment Letters or the Confidentiality Agreement.

Non-Recourse. This Agreement may only be enforced againstagainst the named parties. All Legal Actions and Damages (whether in contract, and any claimtort, actionequity, suit law or other legal proceeding granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, arising arise under, out or by reason of, or related to this Agreementbe connected with, or relate in any manner to (a) this Agreement or any of the other agreements or documents contemplated hereby, (b) the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company Agreement or any of its Subsidiaries may assert the documents contemplated hereby (including any representation or warranty made in accordance with the Confidentiality Agreement. Except connection with, or as set forth in an inducement to, this Agreement or any of the Confidentiality Agreementother agreements or documents contemplated hereby), no former, current (c) any breach or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives violation of this Agreement (including the failure of any party hereto representation and warranty to be true or accurate) or any of the other agreements or documents contemplated hereby and (each, a “Non-Recourse Party”d) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason failure of the transactions contemplated by this Agreement (including the Merger) or in respect of any written the other agreements or oral representations made or alleged documents contemplated hereby to be consummated, in the case of clauses (a) through (d), may be made only against (and are those solely of) the Persons that are expressly named as parties to this Agreement, the Debt Commitment Letter, the Fee Letter, the Equity Commitment Letter, the Limited Guaranty and the Confidentiality Agreement, and then only to the extent of the specific obligations of such Persons set forth in connection herewithsuch document, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, each party hereto covenants, agrees and acknowledges that (except to the extent named as a party to this Agreement, the Debt Commitment Letter, the Fee Letter, the Equity Commitment Letter, the Limited Guaranty or the Confidentiality Agreement, and then only to the extent of the specific obligations of such parties set forth in such document, as applicable) no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement related document shall be sought or had against any Non-Recourse Company Party or Non-Recourse Parent Party, except for claims that any party may assert (A) against another party solely whether in accordance withcontract, and pursuant to the terms and conditions oftort, this Agreement equity, law or (B) pursuant to the express terms granted by statute whether by or through attempted piercing of the Confidentiality Agreementcorporate, limited partnership or limited liability company veil or otherwise.

Non-Recourse. This Agreement 17.1 Any claim under or in connection with a Transaction Document (including its negotiation or performance) may be made only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are persons expressly named identified as parties hereto and then only with respect to that Transaction Document (each such person being, in relation to the specific obligations set forth herein with respect relevant document, a “Transaction party”). 17.2 To the maximum extent permitted by applicable law, any person who is not a Transaction party in relation to such a Transaction Document (including any shareholder, director, officer, employee, agent or adviser to any Transaction party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto ) (each, each a “Non-Recourse Partyparty”) ), shall not have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any other agreement referenced herein or in connection with that document (including its negotiation or performance, or in connection with the Warranties or any transactions contemplated facts, matters or circumstances which may or might have been Disclosed) and the parties hereby waive and release, and undertake to procure the release and waiver by this Agreement shall be sought or had any Associate of it (including in the case of the Buyer, each member of the Buyer’s Group) of, all claims against and liabilities of any Non-Recourse Partyparty. 17.3 Save with regards to any liabilities to the extent that they have been specifically included in Net Debt or Working Capital, except for claims that any party may assert (A) against another party solely in accordance witheach Seller irrevocably waives, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms shall procure that each other member of the Confidentiality AgreementSellers’ Group irrevocably waives, in each case with effect from the date of Completion, all claims arising on or before the date of Completion against: (a) each Transferring Company; or (b) the respective officers, employees and workers of each member of the Buyer’s Group, and undertakes, if any claim is made against any Seller in connection with the sale of the Shares, not to make any claim against or seek any contribution from any such person or any member of the Buyer’s Group and undertakes that no other person claiming under or through them will make any such claim or seek any such contribution.

Non-Recourse. This Agreement Notwithstanding anything that may only be enforced againstexpressed or implied in this Agreement, any other Transaction Document or any document, certificate or instrument delivered in connection herewith or therewith or otherwise, each party hereby acknowledges and any claimagrees, actionon behalf of itself and its respective Affiliates, suit that, except in the case of fraud, all actions, suits, claims, investigations or other legal proceeding proceedings that may be based upon, arising in respect of, arise under, out of, or related to this Agreementby reason of, be connected with, or relate in any manner to (a) this Agreement or any other Transaction Document or the transactions contemplated hereunder or thereunder, (b) the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in foregoing documents), (c) any breach or violation of this Agreement or any other Transaction Document and (d) the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason failure of the transactions contemplated hereunder or by this Agreement or in respect of any written or oral representations made or alleged other Transaction Document, to be consummated, in each case may be made in connection herewithonly against (and are those solely of) the Persons that are expressly identified as parties hereto or thereto, as applicable. In furtherance and not in limitation of the foregoing, each party covenantshereby acknowledges and agrees, agrees on behalf of itself and acknowledges that its respective Affiliates, that, except in the case of fraud, no recourse under this Agreement or any other agreement referenced herein Transaction Document or in connection with any transactions contemplated by this Agreement hereby or thereby shall be sought or had against any other such Person and no other such Person shall have any liabilities or obligations, (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) for any losses, damages, claims, causes of action, obligations or liabilities of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses ‎(a) through ‎(d), it being expressly agreed and acknowledged that no personal Liability or losses, damages, claims, causes of action, obligations or liabilities whatsoever shall attach to, be imposed on or otherwise be incurred by any past, present or future shareholder, member, partner, manager, director, officer, employee, Affiliate, agent or Representative of any party to this Agreement, Financing Source or a Financing Source Related Party (each, a “Non-Recourse Party”), through Buyer, Seller or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of any party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable actions, suits, claims, investigations or proceedings, by virtue of any law, or otherwise, except for (i) claims of fraud, (ii) claims under and to the extent provided for in Article 11 of this Agreement, (iii) claims against any Person that any is party may assert to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement, (Aiv) claims against another party solely Griffon for specific performance of Griffon’s obligation to fund the Equity Financing in accordance with, and pursuant to the terms and conditions of, this Agreement or the Equity Commitment Letter, and (Bv) claims Buyer may assert against the Financing Sources pursuant to the express terms and conditions of the Confidentiality AgreementDebt Commitment Letter.

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit suit, proceeding or other legal proceeding investigation based upon, arising out of, of or related to this Agreement, or the negotiation, execution or performance of this Agreement, Agreement may only be brought against against, the entities Persons that are expressly named as parties hereto to this Agreement. Except to the extent named as a party to this Agreement, and then only with respect to the extent of the specific obligations set forth herein with respect to of such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as parties set forth in this Agreement or the Confidentiality Agreement, no formerpast, current present or future officersshareholder, employeesmember, directorspartner, partnersmanager, direct director, officer, employee, Affiliate, agent or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives Advisor of any party hereto (each, a “Non-Recourse Party”) shall to this Agreement or any Subsidiary of 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 party hereto under of the parties to this Agreement or for any claim claim, action, suit, proceeding or proceeding (whether in tortinvestigation based upon, contract or otherwise) based on, in respect arising out of or by reason of the transactions contemplated by related to this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewithAgreement. In furtherance and not in limitation of Without limiting the foregoing, no claim will be brought or maintained by: (a) Purchaser or any member of the Purchaser Group or any of their respective successors or permitted assigns against any Seller Party that is not otherwise expressly identified as a party to this Agreement, or (b) Seller or any Seller Party or any of their respective successors or permitted assigns against any member of the Purchaser Group that is not otherwise expressly identified as a party to this Agreement, and, in each party covenantscase, agrees and acknowledges that no recourse under will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any party hereto set forth or contained in this Agreement or any other agreement referenced herein exhibit or in connection with schedule hereto or any transactions contemplated by this Agreement shall be sought document or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms of the Confidentiality Agreementcertificate delivered hereunder.

Non-Recourse. This Agreement may only be enforced againstagainst the named Parties. All legal proceedings, and any claimLegal Actions, actionobligations, suit losses, damages, claims or other legal proceeding causes of action (whether in contract, in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, arising arise under, out or by reason of, or related to this Agreementbe connected with, or relate in any manner to (i) this Agreement or any of the Ancillary Agreements, (ii) the negotiation, execution or performance of this AgreementAgreement or any of the Ancillary Agreements (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the Ancillary Agreements), (iii) any breach or violation of this Agreement (including the failure of any representation and warranty to be true or accurate) or any of the Ancillary Agreements, and (iv) any failure of the Transactions or the Ancillary Agreements, in the case of clauses (i) and (iv), may be made only be brought against (and are those solely of) the entities Persons that are expressly named as parties hereto to this Agreement, the Parent and Company Voting and Support Agreements, and the Confidentiality Agreement, and then only with respect to the extent of the specific obligations set forth herein with respect to of such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as Persons set forth in this Agreement Agreement, the Parent and Company Voting and Support Agreements, or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewithas applicable. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, each party Party covenants, agrees and acknowledges that (except to the extent named as a party, the Parent and Company Voting and Support Agreements, or the Confidentiality Agreement, and then only to the extent of the specific obligations of such parties set forth in this Agreement, the Parent and Company Voting and Support Agreement, or the Confidentiality Agreement, as applicable) no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement related document shall be sought or had against any Non-Recourse Company Related Party or Parent Related Party, except for claims that any party may assert (A) against another party solely whether in accordance withcontract, and pursuant to the terms and conditions oftort, this Agreement equity, law or (B) pursuant to the express terms granted by statute whether by or through attempted piercing of the Confidentiality Agreementcorporate, limited partnership or limited liability company veil or otherwise.

Non-Recourse. This Agreement may only be enforced againstagainst the named parties. All legal proceedings, and any claimlegal actions, actionobligations, suit losses, damages, claims or other legal proceeding causes of action (whether in contract, in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, arising arise under, out or by reason of, or related to this Agreementbe connected with, or relate in any manner to (i) this Agreement or any of the other agreements or documents contemplated hereby, (ii) the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company Agreement or any of its Subsidiaries may assert the documents ​ ​ contemplated hereby (including any representation or warranty made in accordance with the Confidentiality Agreement. Except connection with, or as set forth in an inducement to, this Agreement or any of the Confidentiality Agreementother agreements or documents contemplated hereby), no former, current (iii) any breach or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives violation of this Agreement (including the failure of any party hereto representation and warranty to be true or accurate) or any of the other agreements or documents contemplated hereby, and (each, a “Non-Recourse Party”iv) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason failure of the transactions contemplated by this Agreement or in respect of any written the other agreements or oral representations made or alleged documents contemplated hereby to be consummated, in the case of clauses (i) and (iv), may be made only against (and are those solely of) the Persons that are expressly named as parties to this Agreement, and then only to the extent of the specific obligations of such Persons set forth in connection herewiththis Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, each party hereto covenants, agrees and acknowledges that (except to the extent named as a party to this Agreement, and then only to the extent of the specific obligations of such parties set forth in this Agreement) no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement related document shall be sought or had against any Non-Recourse PartyCompany affiliate, except for claims that any party may assert (A) against another party solely whether in accordance withcontract, and pursuant to the terms and conditions oftort, this Agreement equity, law or (B) pursuant to the express terms granted by statute whether by or through attempted piercing of the Confidentiality Agreementcorporate, limited partnership or limited liability company veil or otherwise.

Non-Recourse. This Agreement may only be enforced againstagainst the named Parties. All legal proceedings, and any claimLegal Actions, actionobligations, suit losses, damages, claims or other legal proceeding causes of action (whether in contract, in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, arising arise under, out or by reason of, or related to this Agreementbe connected with, or relate in any manner to (i) this Agreement or any of the Ancillary Agreements, (ii) the negotiation, execution or performance of this AgreementAgreement or any of the Ancillary Agreements (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the Ancillary Agreements), (iii) any breach or violation of this Agreement (including the failure of any representation and warranty to be true or accurate) or any of the Ancillary Agreements, and (iv) any failure of the Transactions or the Ancillary Agreements, in the case of clauses (i) and (iv), may be made only be brought against (and are those solely of) the entities Persons that are expressly named as parties hereto to this Agreement, the Parent Voting and Support Agreements, and the Confidentiality Agreement, and then only with respect to the extent of the specific obligations set forth herein with respect to of such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as Persons set forth in this Agreement Agreement, the Parent Voting and Support Agreements, or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewithas applicable. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, each party Party covenants, agrees and acknowledges that (except to the extent named as a party, the Parent Voting and Support Agreements, or the Confidentiality Agreement, and then only to the extent of the specific obligations of such parties set forth in this Agreement, the Parent Voting and Support Agreement, or the Confidentiality Agreement, as applicable) no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement related document shall be sought or had against any Non-Recourse Company Related Party or Parent Related Party, except for claims that any party may assert (A) against another party solely whether in accordance withcontract, and pursuant to the terms and conditions oftort, this Agreement equity, law or (B) pursuant to the express terms granted by statute whether by or through attempted piercing of the Confidentiality Agreementcorporate, limited partnership or limited liability company veil or otherwise.

Non-Recourse. This Agreement Each party agrees, on behalf of itself and its Related Parties, that all Actions (whether in Contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related to by reason of, be connected with, or relate in any manner to: (a) this Agreement, the Ancillary Agreements and any other documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated herein (the “Additional Transaction Documents”), or any of the transactions contemplated hereunder or thereunder; (b) the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named Ancillary Agreements and any of the Additional Transaction Documents (including any representation or warranty made in connection with, or as parties hereto and then only with respect to an inducement to, this Agreement, any of the specific obligations set forth herein with respect to such party, except for claims that the Company Ancillary Agreements or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in Additional Transaction Documents); (c) any breach or violation of this Agreement or the Confidentiality Agreement, no former, current any of the Ancillary Agreements or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives any of the Additional Transaction Documents; and (d) any failure of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by hereunder or thereunder to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement or (and their permitted assigns), and in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation the case of the foregoingAncillary Agreements and the Additional Transaction Documents, Persons expressly identified as parties to such Ancillary Agreements or Additional Transaction Documents (and their permitted assigns) and in accordance with, and subject to the terms and conditions of, this Agreement, such Ancillary Agreements or such Additional Transaction Documents, as applicable. Notwithstanding anything in this Agreement, any of the Ancillary Agreements or any of the Additional Transaction Documents to the contrary, each party covenantsagrees, agrees on behalf of itself and acknowledges its Related Parties, that no recourse under this Agreement Agreement, any of the Ancillary Agreements or any other agreement referenced herein of the Additional Transaction Documents or in connection with any of the transactions contemplated by this Agreement shall hereunder or thereunder will be sought or had against any Non-Recourse other Person (other than the Persons party to such agreements (and their permitted assigns)), including any Related Party (other than the Persons party to such agreements (and their permitted assigns)), and no other Person, including any Related Party, will have any Liability, for any claims, causes of action, Liabilities or Losses arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal Liability whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that any party Seller or Purchaser (or their respective Affiliates), as applicable, may assert (Asubject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 10.3 and this Section 12.14) (i) against another any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement, any Ancillary Agreement or any Additional Transaction Document, or (ii) against Seller or Purchaser solely in accordance with, and pursuant to the terms and conditions of, this Agreement Agreement. Notwithstanding the foregoing, Purchaser expressly reserves its right to pursue all available remedies against a Person who has committed Fraud in connection with the representations and warranties set forth in Article III and Article IV, and nothing in this Section 12.14 shall be construed to limit, waive or (B) pursuant to prevent any claim based on Fraud in connection with the express terms of the Confidentiality Agreementrepresentations and warranties set forth in Article III and Article IV against a Person who has committed such Fraud.

Non-Recourse. This Agreement Each Party agrees, on behalf of itself and its Affiliates and Representatives, that all proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related to this Agreementby reason of, be connected with, or relate to: (A) this Agreement or any other agreement referenced herein or the transactions contemplated hereunder, (B) the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company Agreement or any of its Subsidiaries may assert other agreement referenced herein (including any representation or warranty made in, in accordance with the Confidentiality Agreement. Except connection with, or as set forth in an inducement to, this Agreement or the Confidentiality Agreementsuch other agreement), no former, current (C) any breach or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives violation of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding other agreement referenced herein and (whether in tort, contract or otherwiseD) based on, in respect of or by reason any failure of the transactions contemplated by hereunder or any other agreement referenced herein to be consummated, in each case, may be made only against (and are those solely of) the persons that are expressly identified herein as a Party to this Agreement or and, in respect accordance with, and subject to the terms and conditions of any written or oral representations made or alleged to be made in connection herewiththis Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or any other agreement referenced herein or otherwise to the contrary, each party Party covenants, agrees and acknowledges acknowledges, on behalf of itself and the Company Related Parties or the Parent Related Parties, as applicable, that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement hereby shall be sought or had against any Non-Recourse Partyperson not a Party and no other person shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that any party Party may assert (A) against another party Party solely in accordance with, and pursuant to the terms and conditions of, this Agreement Agreement. Notwithstanding the foregoing or (B) pursuant anything else to the express terms of the Confidentiality Agreementcontrary, nothing in this Agreement shall limit any rights, remedies or recourse that any Party may have with respect to fraud, intentional or willful misconduct or criminal activity by any person.

Non-Recourse. This Agreement Each Party agrees, on behalf of itself and its respective Affiliates, that all actions, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity, or granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related to by reason of, be connected with, or relate in any manner to: (a) this Agreement, the Debt Financing or the Transactions, (b) the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), (c) any breach or violation of this Agreement and (d) any failure of the Transactions or the Debt Financing to be consummated, in each case, may be made only be brought against (and are those solely of) the entities Parties that are expressly named identified as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality this Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement to the contrary, each party Party hereto covenants, agrees and acknowledges acknowledges, on behalf of itself and their respective Affiliates, that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement hereby or the Debt Financing shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance withother Person, and pursuant no other Person, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity, or granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the terms items in the immediately preceding clauses (a) through (d), it being expressly agreed and conditions acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, this Agreement in connection with or (B) pursuant related in any manner to the express terms items in the immediately preceding clauses (a) through (d). No Person, other than the Parties, shall be responsible or liable for any damages which may be alleged as a result of this Agreement, the Debt Financing or the Transactions (or the termination or abandonment thereof). Notwithstanding anything to the contrary set forth in this Section 10.15, it is expressly understood and agreed that none of the Confidentiality Agreement.foregoing shall limit, impair or otherwise affect the rights, liabilities or obligations of any Person arising out of or relating to

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related Notwithstanding anything to the contrary in this Agreement, any other Loan Document, any Secured Hedge Agreement or any other document, certificate or instrument executed, furnished or delivered by the Loan Parties or the negotiationSponsor pursuant hereto or thereto, execution or performance (a) none of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only Secured Parties shall have any claims with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company any Loan Document or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by the Loan Documents or the Secured Hedge Agreements against any of the Affiliates of the Borrower (except Holdings, to the extent expressly set forth in the Loan Documents to which Holdings is party), any present or future holders (direct or indirect) of equity interests in the Borrower (except, in each case, as set forth under the Loan Documents to which any such direct or indirect holder of equity interests is a party), or any shareholders, partners, members, officers, directors, employees, representatives, controlling persons, executives or agents of the Borrower or any of its Affiliates (other than Holdings, to the extent expressly set forth in the Loan Documents to which Holdings is a party) or any of the foregoing (collectively, the “Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may arise by operation of law) being expressly waived hereby, (b) no judgment for any deficiency upon the obligations hereunder or under the other Loan Documents shall be obtainable by any Secured Party against the Non-Recourse Persons, (c) none of the Secured Parties shall have any claims with respect to any Loan Document or any of the transactions contemplated by the Loan Documents or the Secured Hedge Agreements against Holdings (except to the extent of Holdings’ ownership interest in the Borrower and any claims that may arise against Holdings under the Pledge Agreement to the extent expressly set forth in the Pledge Agreement), (d) without limiting the preceding clause (c), Holdings’ liability in respect of its obligations under the Pledge Agreement shall be limited to the Holdings Collateral (as defined in the Pledge Agreement), including any proceeds arising from the sale thereof upon the Administrative Agent’s exercise of rights and remedies under the Pledge Agreement, and no recourse shall be had against Holdings or any of Holdings’ assets other than such Holdings Collateral (whether now owned or hereafter acquired) for the payment of the Obligations or otherwise in satisfaction of Holdings’ obligations under the Pledge Agreement, including the payment of any deficiency arising following the disposition of the Holdings Collateral and (e) except as set forth in the preceding clauses (c) and (d), no judgment for any deficiency upon the obligations under the other Loan Documents shall be obtainable by any Secured Party against Holdings; provided that the foregoing provisions of this Section 10.19 shall not (i) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Obligations, or of any of the terms, covenants, conditions, or provisions of this Agreement or in respect any other Loan Document or any Secured Hedge Agreement and the same shall continue (but without personal liability of the Non-Recourse Persons) until fully paid, discharged, observed or performed, (ii) constitute a waiver, release or discharge of any written lien or oral representations made or alleged security interest purported to be made in connection herewith. In furtherance and not in limitation created pursuant to the Collateral Documents (or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral), (iii) limit or restrict the right of the foregoingAdministrative Agent or any other Secured Party (or any assignee, each beneficiary or successor to any of them) to name the Borrower as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to any Loan Document or any Secured Hedge Agreement, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be obtainable against any Non-Recourse Person, (iv) release any Non-Recourse Person from liability (to the extent it would otherwise be liable) for its own intentional fraud (which, for the avoidance of doubt, shall not include innocent or negligent misrepresentation), (v) limit the right of any Secured Party to name any Non-Recourse Party as a party covenantsto any action to the extent necessary to enforce this Agreement, agrees and acknowledges that any other Loan Document, any Secured Hedge Agreement or any Lien or security interest in the Collateral, so long as no recourse judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Person, or (vi) release the Borrower from its obligations under this Agreement or any other agreement referenced herein or Loan Document. The limitations on recourse set forth in connection with any transactions contemplated by this Agreement Section 10.19 shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely survive the repayment in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms full of the Confidentiality Obligations, the termination of any Commitments hereunder and the earlier termination of this Agreement.

Non-Recourse. This Agreement Each Party agrees, on behalf of itself and its Related Parties, that all Legal Proceedings (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related to by reason of, be connected with, or relate in any manner to: (a) this Agreement, any of the other Transaction Documents or the Merger (including the Financing) or any other transactions contemplated hereunder or thereunder; (b) the negotiation, execution or performance this Agreement or any of the other Transaction Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents); (c) any breach or violation of this Agreement or any of the other Transaction Documents; and (d) any failure of the Merger (including the Financing) or any other transactions contemplated hereunder or thereunder to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, may only be brought against the entities that are expressly named identified as parties hereto to this Agreement, and then only with respect in the case of the other Transaction Documents, Persons expressly identified as parties to such Transaction Documents and in accordance with, and subject to the specific obligations set forth herein with respect to terms and conditions of, this Agreement or such partyTransaction Documents, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreementas applicable. Except as set forth Notwithstanding anything in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged other Transaction Documents to be made in connection herewith. In furtherance and not in limitation of the foregoingcontrary, each party covenantsParty agrees, agrees on behalf of itself and acknowledges its Related Parties, that no recourse under this Agreement or any of the other agreement referenced herein Transaction Documents or in connection with the Merger (including the Financing) or any other transactions contemplated by this Agreement shall hereunder or under any other Transaction Document will be sought or had against any Non-Recourse other Person, including any Related Party, and no other Person, including any Related Party, will have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that any party the Company, Parent or Merger Sub, as applicable, may assert (Asubject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.2(b), Section 8.3(f), Section 8.3(g), Section 8.3(h), Section 9.8(b) and this Section 9.14): (i) against another any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement; (ii) against each Guarantor under, if, as and when required pursuant to the terms and conditions of the Guarantee; (iii) against the equity providers for specific performance of their obligation to fund their committed portions of the Equity Financing solely in accordance with, and pursuant to the terms and conditions of, Section 6 of the Equity Commitment Letter; or (iv) against the Company, Parent and Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or (B) pursuant to the express terms any of the Confidentiality Agreementother Transaction Documents, no Parent Related Party will be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be alleged as a result of this Agreement or any of the other Transaction Documents or the Merger (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. This Agreement may only be enforced againstonly against SEE and Buyer. All Actions (whether in contract, and any claimtort, actionor equity, suit at law, or other legal proceeding granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, arising arise under, out or by reason of, or related to this Agreementbe connected with, or relate in any manner to (a) this Agreement or any of the other agreements or documents contemplated hereby, (b) the negotiation, execution execution, or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company Agreement or any of its Subsidiaries may assert the documents contemplated hereby (including any representation or warranty made in accordance with the Confidentiality Agreement. Except connection with, or as set forth in an inducement to, this Agreement or any of the Confidentiality Agreementother agreements or documents contemplated hereby), no former, current (c) any breach or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives violation of this Agreement (including the failure of any party hereto representation and warranty to be true or accurate) or any of the other agreements or documents contemplated hereby, and (each, a “Non-Recourse Party”d) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason failure of the transactions contemplated by this Agreement or (including the Sale), in respect of any written or oral representations made or alleged to each case, may be made only against (and are those solely of) the Persons that are expressly named as parties to this Agreement, the Related Agreements, the Debt Commitment Letter, the Fee Letter, the Equity Commitment Letter, the Limited Guaranty, and the Confidentiality Agreement, and then only to the extent of the specific obligations of such Persons set forth in connection herewithsuch document, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, each party hereto covenants, agrees and acknowledges that (except to the extent named as a party to this Agreement, the Related Agreements, the Debt Commitment Letter, the Fee Letter, the Equity Commitment Letter, the Limited Guaranty, and the Confidentiality Agreement, and then only to the extent of the specific obligations of such parties set forth in such document, as applicable) no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any related document shall be had against any past, present or future direct or indirect equityholder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, director, officer, employee, agent, attorney, advisor or other agreement referenced herein Representative, successor, or assignee of any of Buyer or the Guarantors (including any Person negotiating or executing this Agreement on behalf of a party) (each, a “Non-Recourse Person”), shall have any liability or obligation (whether in contract, tort, or equity, at law, or granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise). For the avoidance of doubt, it is expressly agreed and understood by the parties hereto that nothing contained in this Section 9.15 shall limit SEE’s remedies under the Equity Commitment Letter or the Limited Guaranty against the parties thereto on the terms set forth therein. Notwithstanding the above, (i) no Debt Financing Source Related Party shall have any liability or obligation to SEE or its Subsidiaries with respect to this Agreement or with respect to any claim or cause of action that may arise out of or related to this Agreement, and (ii) each of SEE and its Subsidiaries hereby agrees that it will not (A) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Debt Financing Source Related Party in connection with any transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant seek to enforce the express terms commitments against, make any claims for breach of the Confidentiality AgreementDebt Commitment Letter against, or seek to recover monetary damages from, or otherwise s▇▇, any Debt Financing Source Related Party for any reason in connection therewith.

Non-Recourse. This Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party(ies) thereto against any other party(ies) thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance action for breach of this Agreement, Agreement may only be brought against made against, the entities that are expressly named as parties hereto Parties, and then only with respect to the specific obligations set forth herein with respect to such party, except for no claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding nature whatsoever (whether in tort, contract or otherwise) based onarising under or relating to this Agreement, in respect of the negotiation hereof or by reason of its subject matter, or the transactions contemplated by hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than the Securityholders named as parties hereto), and (b) no Company Non-Party Affiliate or SPAC Non-Party Affiliate (other than the Securityholders named as parties hereto), shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation , or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any other agreement referenced herein or kind furnished in connection with any this Agreement, the negotiation hereof or the transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms of the Confidentiality Agreementhereby.

Non-Recourse. This Agreement Each Party agrees, on behalf of itself and its Related Parties, that all Legal Proceedings or any other claim or cause of action (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related to by reason of, be connected with, or relate in any manner to: (a) this Agreement, any of the Transaction Documents or the Transactions (including the Equity Financing) (b) the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company Agreement or any of its Subsidiaries the Transaction Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the Transaction Documents); (c) any breach or violation of this Agreement or any of the Transaction Documents; or (d) any failure of the Transactions to be consummated, in each case, may assert be made only (A) against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the case of the Transaction Documents, Persons expressly identified as parties to such Transaction Documents; and (B) in accordance with with, and subject to the Confidentiality Agreementterms and conditions of, this Agreement or such Transaction Documents, as applicable. Except as set forth Notwithstanding anything in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged Transaction Documents to be made in connection herewith. In furtherance and not in limitation of the foregoingcontrary, each party covenantsParty agrees, agrees on behalf of itself and acknowledges its Related Parties, that no recourse under this Agreement or any other agreement referenced herein of the Transaction Documents or in connection with any transactions contemplated by this Agreement shall the Transactions will be sought or had against any Non-Recourse other Person who is not a party to this Agreement, including any Related Party, and no other Person (other than a party to this Agreement), including any Related Party, will have any liabilities or obligations (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the clauses (a) through (d), it being acknowledged and agreed that no personal liability or losses whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the clauses (a) through (d), in each case, except for claims that any party the Company, Parent or Purchaser, as applicable, may assert (Asubject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.2(b), Section 8.3(e), subject to Section 9.10(b)(v), Section 9.10(b) and this Section 9.18): (i) against another any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement; (ii) against the Guarantors under, if, as and when required pursuant to the terms and conditions of the Guaranty; (iii) against the Investors (as defined in the Equity Commitment Letter) for specific performance of their obligation to fund their committed portions of the Equity Financing solely in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter; or (iv) against the Company, Parent and Purchaser solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms of the Confidentiality Agreement.

Non-Recourse. This Agreement Notwithstanding anything that may only be enforced against, and any claim, action, suit expressed or other legal proceeding based upon, arising out of, or related to implied in this Agreement, or any document, certificate or instrument delivered in connection herewith or otherwise (together, the “Transaction Documents”), each of the Company, Parent and Stockholder acknowledges and agrees, on behalf of itself and its respective Related Persons (as defined below), that all Proceedings that may be based upon, in respect of, arise under, out of, by reason of, be connected with, or relate in any manner to (a) this Agreement or any Transaction Document or the Transactions, (b) the negotiation, execution or performance of this AgreementAgreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, any of the foregoing documents), (c) any breach or violation of this Agreement or any other Transaction Document or (d) the failure of the Transactions to be consummated, in each case may be made only be brought against (and are those solely of) the entities Persons that are expressly named identified Parties or as parties hereto and then only with respect to the specific obligations set forth herein with respect to such partyany Transaction Document, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewithapplicable. In furtherance and not in limitation of the foregoing, each party covenantsof the Company, agrees Parent and Stockholder acknowledges and agrees, on behalf of itself and its respective Related Persons, that no recourse under this Agreement or any other agreement referenced herein Transaction Document or in connection with any transactions contemplated by this Agreement Transactions shall be sought or had against any Non-Recourse Party, except for claims that any such other Person not a party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or any Transaction Document, as applicable, and no such other Person shall have any liabilities (Bwhether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) pursuant of any nature whatsoever arising under, out of, in connection with or related in any manner to the express terms items in the preceding clauses (a) through (d), it being expressly agreed and acknowledged that no liabilities whatsoever shall attach to, be imposed on or otherwise be incurred by any direct or indirect, past, present or future shareholder, equity holder, controlling person, member, partner (limited or general), manager, director, officer, employee, lender, financing source, Affiliate, agent or other representative of Parent, the Company or Stockholder or any of their respective Affiliates (collectively, with such Person’s assignees, successors and assigns, the “Related Persons”), through the Company, Parent, Stockholder or their respective Subsidiaries or otherwise, whether by or through attempted piercing of the Confidentiality Agreementcorporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of any Party, as applicable, by the enforcement of any assessment or by any legal or equitable actions, suits, claims, investigations or proceedings, by virtue of any Law, or otherwise. The Parties acknowledge and agree that the Related Persons are intended third-party beneficiaries of this Section 5.16. Nothing in this Agreement precludes the Parties or any Related Persons from exercising any rights under the Transaction Agreement or any other agreement to which they are specifically a party or an express third-party beneficiary thereof, and nothing in this Agreement shall limit the liability or obligations of any Related Person under any other agreement to which they are specifically a party.

Non-Recourse. This Agreement and the Transaction Documents may only be enforced against, and any claim, action, suit claim or other legal proceeding cause of action based upon, arising out of, of or related to this AgreementAgreement or any Transaction Document, or the negotiation, execution or performance of this AgreementAgreement or any Transaction Document, or the Transactions (including any representation or warranty made in, in connection with, or as an inducement to this Agreement or any Transaction Document) may only be brought against against, the entities that are expressly named as parties hereto Parties (or their successors or permitted assigns) and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreementnamed Party. Except as set forth to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement or the Confidentiality Agreementany Transaction Documents and not otherwise), no formerpast, current present or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives Representative of any party hereto Party, or Affiliate of any of the foregoing (eachexcluding Purchaser and Seller or their successors or permitted assigns), 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 Liabilities of any party hereto Party under this Agreement or the Transaction Documents (whether for indemnification or otherwise) or of or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect arising out of or by reason of the transactions contemplated by related to this Agreement or in respect the Transaction Documents, or the negotiation, execution or performance of this Agreement or the Transaction Documents, or the Transactions (including any written representation or oral representations warranty made or alleged to be made in, in connection herewith. In furtherance and not in limitation of the foregoingwith, each party covenants, agrees and acknowledges that no recourse under or as an inducement to this Agreement or any other agreement referenced herein Transaction Documents). Notwithstanding the foregoing, nothing contained in this Section 9.13 shall limit or in connection with restrict any transactions contemplated by this Agreement shall be sought claim or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement remedy based on or (B) pursuant to the express terms arising out of the Confidentiality AgreementFraud.

Non-Recourse. This Each party hereto agrees, on behalf of itself and its controlled Affiliates, that, except in the event of Fraud by any Indemnitor (in which case the Indemnitee shall be entitled to pursue recourse against such Indemnitor with respect to such Fraud to the fullest extent allowed under this Agreement and the applicable Legal Requirements), all Legal Proceedings, claims, obligations, Liabilities or causes of action (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, or related to arise under: (a) this Agreement, or (b) the negotiation, execution or performance this Agreement, or (c) any breach or violation of this Agreement, in each case, may be made only be brought against (and are those solely of) the entities Persons that are expressly named identified herein as parties hereto to this Agreement and, in accordance with, and then only with respect subject to the specific obligations set forth herein with respect to such party, except for claims that the Company or any terms and conditions of its Subsidiaries may assert in accordance with the Confidentiality this Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, each party covenants, agrees and acknowledges that no recourse under notwithstanding anything contained in this Agreement or any other agreement referenced herein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective controlled Affiliates, that, except in connection the event of Fraud by any Indemnitor (in which case the Indemnitee shall be entitled to pursue recourse against such Indemnitor with any transactions contemplated by respect to such Fraud to the fullest extent allowed under this Agreement and the applicable Legal Requirements), no recourse under this Agreement shall be sought or had against any Non-Recourse Partyother Person and no other Person shall have any Liabilities or obligations (whether in contract or in tort, except in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for claims that any party may assert (A) against another party solely claims, causes of action, obligations or Liabilities arising under, out of, in accordance with, and pursuant connection with or related to the terms and conditions of, this Agreement or items in the immediately preceding clauses “(B) pursuant to the express terms of the Confidentiality Agreementa)” through “(c).”

Non-Recourse. This Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party or parties thereto against any other party or parties thereto on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance action for breach of this Agreement, Agreement may only be brought against made against, the entities that are expressly named as parties hereto Parties, and then only with respect to the specific obligations set forth herein with respect to such party, except for no claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding nature whatsoever (whether in tort, contract or otherwise) based onarising under or relating to this Agreement, in respect of the negotiation hereof or by reason of its subject matter, or the transactions contemplated by hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (other than the Supporting Company Shareholders named as parties hereto), and (b) no SPAC Non-Party Affiliate or Company Non-Party Affiliate (other than the Supporting Company Shareholders named as Parties hereto), shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation , or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any other agreement referenced herein or kind furnished in connection with any this Agreement, the negotiation hereof or the transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms of the Confidentiality Agreementhereby.

Non-Recourse. This Other than with respect to the right to seek specific performance of the Equity Commitment Letter to the extent permitted by and in accordance with the Equity Commitment Letter, this Agreement may only be enforced against, and any claim, action, suit claims or other legal proceeding causes of action that may be based upon, arising arise out of, of or related relate to this Agreement, or the negotiation, execution or performance of this Agreement, Agreement may only be brought made against the entities that are expressly named identified as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and then only with respect successors, or that agree in writing to be bound by the specific obligations set forth herein with respect to such party, except for claims that the Company or any terms of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, and no former, current or future equityholders, controlling Persons, directors, officers, employees, directors, partners, direct agents or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives 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 any party hereto under the parties to this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of of, or by reason of of, the transactions contemplated by this Agreement hereby or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not Without limiting the rights of any party against the other parties hereto, in limitation no event shall any party or any of the foregoing, each party covenants, agrees and acknowledges that no recourse under its Affiliates seek to enforce this Agreement or against, make any other agreement referenced herein or in connection with any transactions contemplated by claims for breach of this Agreement shall be sought against, or had against seek to recover monetary damages from, any Non-Recourse Party. For the avoidance of doubt, except for claims the Purchasers agree that any party may assert (A) against another party solely in accordance with, and pursuant Moelis shall have no liability to the terms and conditions of, this Agreement or (B) pursuant to Purchasers in connection with the express terms of the Confidentiality Agreementtransactions contemplated hereby.

Non-Recourse. This Agreement may only be enforced againstagainst the named parties. All legal proceedings, and any claimlegal actions, actionobligations, suit losses, damages, claims or other legal proceeding causes of action (whether in contract, in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, arising arise under, out or by reason of, or related to this Agreementbe connected with, or relate in any manner to (i) this Agreement or any of the other agreements or documents contemplated hereby, (ii) the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company Agreement or any of its Subsidiaries may assert the documents ​ contemplated hereby (including any representation or warranty made in accordance with the Confidentiality Agreement. Except connection with, or as set forth in an inducement to, this Agreement or any of the Confidentiality Agreementother agreements or documents contemplated hereby), no former, current (iii) any breach or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives violation of this Agreement (including the failure of any party hereto representation and warranty to be true or accurate) or any of the other agreements or documents contemplated hereby, and (each, a “Non-Recourse Party”iv) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason failure of the transactions contemplated by this Agreement or in respect of any written the other agreements or oral representations made or alleged documents contemplated hereby to be consummated, in the case of clauses (i) and (iv), may be made only against (and are those solely of) the Persons that are expressly named as parties to this Agreement, and then only to the extent of the specific obligations of such Persons set forth in connection herewiththis Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, each party hereto covenants, agrees and acknowledges that (except to the extent named as a party to this Agreement, and then only to the extent of the specific obligations of such parties set forth in this Agreement) no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement related document shall be sought or had against any Non-Recourse PartyCompany affiliate, except for claims that any party may assert (A) against another party solely whether in accordance withcontract, and pursuant to the terms and conditions oftort, this Agreement equity, law or (B) pursuant to the express terms granted by statute whether by or through attempted piercing of the Confidentiality Agreementcorporate, limited partnership or limited liability company veil or otherwise.

Non-Recourse. This Agreement may only be enforced againstagainst the named parties. All legal proceedings, and any claimlegal actions, actionobligations, suit losses, damages, claims or other legal proceeding causes of action (whether in contract, in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, arising arise under, out or by reason of, or related to this Agreementbe connected with, or relate in any manner to (i) this Agreement or any of the other agreements or documents contemplated hereby, (ii) the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company Agreement or any of its Subsidiaries may assert the documents contemplated hereby (including any representation or warranty made in accordance with the Confidentiality Agreement. Except connection with, or as set forth in an inducement to, this Agreement or any of the Confidentiality Agreementother agreements or documents contemplated hereby), no former, current (iii) any breach or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives violation of this Agreement (including the failure of any party hereto representation and warranty to be true or accurate) or any of the other agreements or documents contemplated hereby, and (each, a “Non-Recourse Party”iv) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason failure of the transactions contemplated by this Agreement or in respect of any written the other agreements or oral representations made or alleged documents contemplated hereby to be consummated, in the case of clauses (i) and (iv), may be made only against (and are those solely of) the Persons that are expressly named as parties to this Agreement, and then only to the extent of the specific obligations of such Persons set forth in connection herewiththis Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, each party hereto covenants, agrees and acknowledges that (except to the extent named as a party to this Agreement, and then only to the extent of the specific obligations of such parties set forth in this Agreement) no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement related document shall be sought or had against any Non-Recourse PartyCompany affiliate, except for claims that any party may assert (A) against another party solely whether in accordance withcontract, and pursuant to the terms and conditions oftort, this Agreement equity, law or (B) pursuant to the express terms granted by statute whether by or through attempted piercing of the Confidentiality Agreementcorporate, limited partnership or limited liability company veil or otherwise.

Non-Recourse. This Agreement (a) Without limiting any of the express terms or conditions of this Agreement, each party agrees, on behalf of itself and its Affiliates and Representatives, that other than pursuant to (A) the Confidentiality Agreement, (B) pursuant to the Equity Financing Commitment and (C) pursuant to the Limited Guarantee, all proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related to this Agreementby reason of, be connected with, or relate to (i) this Agreement or the transactions contemplated hereby, (ii) the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company (iii) any breach or any violation of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of and (iv) any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason failure of the transactions contemplated by hereby to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified herein as a party to this Agreement (or in respect of a party to any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any such other agreement referenced herein or in connection with any transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (Ahereunder) against another party solely and in accordance with, and pursuant subject to the terms and conditions of, this Agreement (or the terms of any such other agreement referenced herein or contemplated hereunder). (Bb) pursuant Notwithstanding anything to the express terms contrary contained herein and without limiting the obligations of the Confidentiality Agreementrelevant Lender Related Parties to Parent under the Debt Financing Commitments, each party hereto, on behalf of itself and its respective Affiliates, irrevocably and unconditionally acknowledges and agrees that this Agreement may not be enforced against any Lender Related Party and none of the Lender Related Parties shall have any liability or obligation to the Company, any of its subsidiaries, the holders of the Company’s stock or any of its or their respective Affiliates relating to this Agreement or the transactions contemplated herein, including any dispute related to, or arising from, the Debt Financing, the Debt Financing Commitments or the performance thereof.

Non-Recourse. This Agreement Each Party agrees, on behalf of itself and its respective Affiliates, that all actions, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in law or in equity, or granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related to this Agreementby reason of, be connected with, or relate in any manner to: (A) this Agreement or the Transactions, (B) the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), (c) any breach or violation of this Agreement and (d) any failure of the Transactions to be consummated, in each case, may be made only be brought against (and are those solely of) the entities Parties that are expressly named identified as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality this Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement to the contrary, each party Party hereto covenants, agrees and acknowledges acknowledges, on behalf of itself and their respective Affiliates, that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement hereby shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance withother Person, and pursuant no other Person, shall have any liabilities or obligations (whether in Contract or in tort, in law or in equity, or granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the terms items in the immediately preceding clauses (a) through (d), it being expressly agreed and conditions acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, this Agreement in connection with or (B) pursuant related in any manner to the express terms items in the immediately preceding clauses (a) through (d). No Person, other than the Parties, shall be responsible or liable for any damages which may be alleged as a result of this Agreement, or the Transactions (or the termination or abandonment thereof). Notwithstanding anything to the contrary set forth in this ‎Section 10.15, it is expressly understood and agreed that none of the foregoing shall limit, impair or otherwise affect the rights, liabilities or obligations of any Person arising out of or relating to the Confidentiality Agreement, the Clean Team Agreement or the Support Agreement to the extent such Person is expressly party thereto.

Non-Recourse. This Agreement (a) All Actions (whether in contract, in tort, under statute or otherwise, or based upon any theory that seeks to impose liability of an entity against its owners or Affiliates) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related to this Agreementby reason of, be connected with, or relate in any manner to (i) this Agreement or the Ancillary Agreements, (ii) the negotiation, execution or performance of this Agreement or any Ancillary Agreement (including any representation or warranty made in connection with, or as inducement to enter into, this Agreement), (iii) any breach or violation of this Agreement or the Ancillary Agreements and (iv) any failure of the transactions contemplated by this Agreement or the Ancillary Agreements to consummated, in each case, may only be brought only against (and are those solely of) the entities Persons that are expressly named as parties hereto and thereto, as applicable, and then only with respect to the extent of the specific obligations of such Persons set forth herein with respect or therein. No Person who is not a named party to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality any Ancillary Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives including any Related Parties of any such party hereto to this Agreement or any Ancillary Agreement (each, a “Non-Recourse PartyParty Affiliate”) ), shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in contract, in tort, contract under statute or otherwise, or based upon any theory that seeks to impose liability of an entity against its owners or Affiliates) based onarising out of, in respect connection with or related in any manner to the items in the immediately preceding clauses (i) through (iv). To the maximum extent permitted by applicable Law, other than in the case of or by reason Fraud, each party hereto waives and releases all such Actions against any such Non-Party Affiliate. For the avoidance of doubt, the parties hereto acknowledge and agree that the Non-Party Affiliates referred to herein are intended third-party beneficiaries of this Section 8.24(a). (b) Acquiror knowingly, willingly, irrevocably and expressly acknowledges and agrees that the agreements contained in this Section 8.24 are an integral part of the transactions contemplated by this Agreement or and that, without the agreements set forth in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and this Section 8.24, the Company would not in limitation of the foregoing, each party covenants, agrees and acknowledges that no recourse under enter into this Agreement or any other agreement referenced herein or in connection with any otherwise agree to consummate the transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (B) pursuant to the express terms of the Confidentiality Agreementhereby.

Non-Recourse. This Agreement Each Party agrees, on behalf of itself and its respective Affiliates, that all actions, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity, or granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out or related to this Agreementby reason of, be connected with, or relate in any manner to: (a) this Agreement or the Transactions, (b) the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), (c) any breach or violation of this Agreement and (d) any failure of the Transactions to be consummated, in each case, may be made only be brought against (and are those solely of) the entities Parties that are expressly named identified as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, except for claims that the Company or any of its Subsidiaries may assert in accordance with the Confidentiality this Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement to the contrary, each party Party hereto covenants, agrees and acknowledges acknowledges, on behalf of itself and their respective Affiliates, that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement of the Transactions shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance withother Person, and pursuant no other Person shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity, or granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the terms items in the immediately preceding clauses (a) through (d), it being expressly agreed and conditions acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d). No Person, other than the Parties, shall be responsible or liable for any damages which may be alleged as a result of this Agreement or the Transactions (B) pursuant or the termination or abandonment thereof). Notwithstanding anything to the express terms contrary set forth in this Section 10.15, it is expressly understood and agreed that none of the foregoing shall limit, impair or otherwise affect the rights, liabilities or obligations of any Person arising out of or relating to the Confidentiality Agreement, the Parent Support Agreements or the Company Support Agreement to the extent such Person is expressly party thereto.

Non-Recourse. This Agreement Notwithstanding anything to the contrary contained herein, (a) all claims, counter-claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out in respect of, arise under, out of or related by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and are those solely of) Acuitas, Crede or XLLC, as the case may be, (b) no Person other than Acuitas (including without limitation any Non-Recourse Party of Acuitas), Crede (including without limitation any Non-Recourse Party of Crede) or XLLC (including without limitation any Non-Recourse Party of XLLC), as the case may be, shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, counter-claims, causes of action, obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach, (c) to the maximum extent permitted by applicable law, XLLC, on behalf of itself and its affiliates (including, after the Closing, NewCo) and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each of the foregoing, hereby waives and releases all such liabilities, claims, counter-claims, causes of action and obligations against any such Non-Recourse Party of Acuitas and any such Non-Recourse Party of Crede (d) to the maximum extent permitted by applicable law, Acuitas and Crede, each, on behalf of itself and its affiliates and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each of the foregoing, hereby waives and releases all such liabilities, claims, counter-claims, causes of action and obligations against any such Non-Recourse Party of XLLC, (e) without limiting the foregoing, to the maximum extent permitted by applicable law, XLLC, on behalf of itself and its affiliates (including, after the Closing, NewCo) and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each of the foregoing, (i) hereby waives and releases any and all rights, claims, counter-claims, demands or causes of action that may otherwise be brought against available at law or in equity, or granted by statute, to avoid or disregard the entities that are expressly named as parties hereto entity form of Acuitas or Crede or otherwise impose liability of Acuitas or Crede on any Non-Recourse Party of Acuitas or any Non-Recourse Party of Crede, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise and then only (ii) disclaims any reliance upon any Non-Recourse Party of Acuitas or any Non-Recourse Party of Crede with respect to entering into, or the specific obligations set forth herein performance of, this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement, and (f) without limiting the foregoing, to the maximum extent permitted by applicable law, Acuitas and Crede, each, on behalf of itself and its affiliates and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each of the foregoing, (i) hereby waives and releases any and all rights, claims, counter-claims, demands or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of XLLC or otherwise impose liability of XLLC on any Non-Recourse Party of XLLC, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise and (ii) disclaims any reliance upon any Non-Recourse Party of XLLC with respect to such partyentering into, except for claims that or the Company or any of its Subsidiaries may assert in accordance with the Confidentiality Agreement. Except as set forth in performance of, this Agreement or the Confidentiality any representation or warranty made in, in connection with, or as an inducement to this Agreement. For purposes of this Agreement, no “Non-Recourse Party” means, with respect to a party, any of such party’s former, current and future equityholders, controlling Persons, directors, officers, employees, agents, representatives, affiliates, members, managers, general or limited partners or assignees or successors (or any former, current or future officersequity holder, employeescontrolling Person, directorsdirector, partnersofficer, direct employee, agent, representative, affiliate, member, manager, general or indirect equity holders, managers, members, attorneys, agents, advisors limited partner or other Representatives assignee or successor of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, each party covenants, agrees and acknowledges that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated by this Agreement shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, and pursuant ). The foregoing does not apply to the terms obligations of RE under Section 5.01 hereof and conditions of, this Agreement or (B) pursuant does not apply to the express terms of the Confidentiality Agreementguaranty by RE.

Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit claims or other legal proceeding causes of action that may be based upon, arising arise out of, of or related relate to this Agreement, or the negotiation, execution or performance of this Agreement, Agreement may only be brought made against the entities that are expressly named identified as parties hereto and then only with respect no other Parent Party (other than the Guarantors solely to the specific obligations extent set forth herein with respect in the Guaranty or Equity Commitment Letter or the parties to such party, except for claims that the Company Searchlight Letter Agreement or any of its Subsidiaries may assert the Voting and Support Agreement in accordance with the Confidentiality Agreement. Except as set forth in this Agreement or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”terms thereof) shall have any liability for any obligations or liabilities of any party hereto under the parties to this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of of, or by reason of of, the transactions contemplated by this Agreement hereby or in respect of any written or oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation Without limiting the rights of the foregoingCompany against Parent or either Merger Sub hereunder, each party covenantsin no event shall the Company or any of its Affiliates, and the Company agrees not to and acknowledges that no recourse under to cause its 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 Parent Party or any other agreement referenced herein Person (other than Parent, each Merger Sub and, solely to the extent set forth in the Guaranty or Equity Commitment Letter, the Guarantors or the parties to the Searchlight Letter Agreement or the Voting and Support Agreement in accordance with the terms thereof). No Financing Related Person shall have any liability or obligation to the Company, any Company Party (whether in contract or in connection with any tort, in law or in equity or otherwise) relating to: (i) this Agreement, the Debt Financing, the Debt Commitment Letter or the transactions contemplated by hereunder or thereunder, (ii) the negotiation, execution or performance of this Agreement shall be sought (including any representation or had against any Non-Recourse Partywarranty made in, except for claims that any party may assert (A) against another party solely in accordance connection with, and pursuant to the terms and conditions ofor as an inducement to, this Agreement), (iii) any breach or violation of this Agreement or (Biv) pursuant to the express terms any failure of the Confidentiality Agreementtransactions contemplated hereunder to be consummated.