Common use of No Recourse Clause in Contracts

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonParty Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated PersonsParty Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonParty Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the foregoing, a Party Affiliate may have obligations under any documents, agreements or instruments delivered contemporaneously herewith or otherwise contemplated by this Agreement if such Party Affiliate is a party to such document, agreement, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the Persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Party Affiliate is expressly intended as a third party beneficiary of this Section 12.16.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously or in connection herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party hereto, Party by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons Person other than the named parties hereto each Party shall have any obligation hereunder and that it has no rights of recovery hereunder against, or in connection herewith and no recourse hereunder under this Agreement or under any documents or instruments delivered contemporaneously in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporatordirect or indirect equityholders, controlling PersonPersons, fiduciarystockholders, representativedirectors, officers, employees, affiliates, members, managers, general or limited partnerpartners, stockholderagents, manager attorneys or member other representatives of any party hereto, or any of their successors or assigns, or any former, current or future direct or indirect equityholders, controlling Persons, stockholders, directors, officers, employees, affiliates, members, managers, general or limited partners, agents, attorneys or other representatives or successors or assignees of any of the foregoing, but in each case not including the named parties hereto foregoing (each, but excluding for the avoidance of doubta “Related Party” and, collectively, the named parties hereto, an “Associated PersonRelated Parties”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated Person, as such, Related Party for any obligations of the applicable party any Party or any of its successors or permitted assigns under this Agreement or the transactions contemplated hereby, under any documents or instruments instrument delivered contemporaneously herewith, in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith, therewith or for any claim (whether at law or equity, in tort, contract or otherwise) based on, in respect of, or by reason of, of such obligations or their creation.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or Agreement, Purchaser, by its acceptance hereof, covenants, acknowledges and agrees that no party other than the parties hereto shall have any document or instrument delivered contemporaneously herewithobligation hereunder and that, and (a) notwithstanding the fact that any party hereto of the undersigned may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse (whether at law, in equity, in contract, in tort or otherwise) hereunder or under any documents or instruments delivered contemporaneously herewith in connection herewith, or in respect of any oral representations made or alleged to be made in connection herewith or therewith therewith, shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future direct or indirect director, officer, employee, agent, employee, Affiliatepartner, manager, assigneemember, incorporatorsecurity holder, affiliate, stockholder, controlling Personparty, fiduciaryassignee, representative, general lender or limited partnerother financing source of the undersigned, stockholderother than the parties hereto or their assignees under the Offer (any such party, manager other than the parties hereto or member their assignees under the Offer, a "Related Party"), or any Related Party of any Related Party of the foregoing, but in each case not including the named parties any party hereto (eachincluding, but excluding for without limitation, in respect of any liabilities or obligations arising under, or in connection with, this Agreement or the avoidance transactions contemplated hereby (or in respect of doubtany oral representations made or alleged to be made in connection herewith or therewith) or with respect to any legal action (whether at law, the named parties heretoin equity, an “Associated Person”in contract, in tort or otherwise), including, without limitation, in the event Purchaser breaches its obligations under the Offer and including whether or not Purchaser's breach is caused by or through attempted piercing the breach by any Investor of the corporate veil, by or through a claim (its obligations under this Agreement) whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwiselaw; it being expressly agreed and acknowledged that (b) no personal liability whatsoever shall will attach to, be imposed on, on or otherwise be incurred by any Associated Person, as such, for Related Party of any obligations party hereto or any Related Party of the applicable any Related Party of any party hereto under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in connection herewith (or in respect of any oral representations made or alleged to be made in connection herewith or therewith, ) or for any claim legal action (whether at law, in tortequity, contract in contract, in tort or otherwise) based on, in respect of, or by reason of, of such obligations hereunder or by their creation. Nothing in this Agreement, express or implied, is intended to or shall confer upon any party, other than the parties hereto, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders KKR Stockholder, KKR Americas XII, any Walgreens Stockholder or Avista WBA (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Lawlaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any agreement or document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party heretoSeller Party, by its such Seller Party’s acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that that, in respect of the Purchaser’s obligations hereunder, no Persons Person other than the named parties hereto Purchaser and the Guarantor solely as limited by Section 9.9 and Exhibit A (and its successors and assigns, collectively, the “Recourse Parties”) shall have any obligation hereunder and that it no Seller Party has no any rights of recovery hereunder against, and no or any recourse hereunder or under any documents agreement or instruments document delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, (a) any former, current or future director, officer, agentshareholder, Affiliate, manager, assignee, incorporator, controlling Person, fiduciaryemployee, representative or employee agent of any other party the Purchaser (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assigneesassignee thereof) or any Affiliate thereof or against (b) any former, current or future director, officer, agent, employee, Affiliate, manager, assigneemember, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager director, trustee, officer, employee, representative or member agent of any shareholder, officer or director of the foregoingPurchaser or any Affiliate of such shareholder, but in each case not including the named parties hereto officer or director (each, but excluding for the avoidance of doubt, the named parties hereto, an a “Associated PersonParty Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party the Purchaser against the Associated PersonsParty Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingAction, or by virtue of any statute, regulation or other applicable Law, Law or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated PersonParty Affiliate, as such, for any obligations of the applicable party Purchaser under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. This Agreement may only be enforced against, and any Action 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 Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Each Party Affiliate is expressly intended as a third-party beneficiary of this Section 9.10(h).

No Recourse. Notwithstanding anything Each Party agrees that may be expressed or implied in (a) this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may only be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect claims of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim nature whatsoever (whether in tort, contract or otherwise) by arising under or on behalf of such party against relating to this Agreement, the Associated Persons, by the enforcement of any assessment negotiation hereof or by any legal or equitable proceedingits subject matter, or by virtue of the transactions contemplated hereby shall be asserted against any statuteCompany Non-Party Affiliate or any Acquiror Non-Party Affiliate, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations (b) none of the applicable party under Company Non-Party Affiliates or the Acquiror Non-Party Affiliates shall have any liability arising out of or relating to this Agreement Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in including with respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, for breach of this Agreement or in respect ofof any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or by reason offor any actual or alleged inaccuracies, such obligations misstatements or their creationomissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby. For the purpose of this Section 8, (i) “Acquiror Non-Party Affiliate” means (A) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of either Acquiror or Sponsor and (B) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons referred to in the immediately preceding clause (i)(A) (other than, for the avoidance of doubt, Acquiror) and (ii) “Company Non-Party Affiliate” means (A) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of the Company or any of its Subsidiaries (other than, for the avoidance of doubt, the Company or any of its Subsidiaries) or any family member of the foregoing Persons and (B) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons in the immediately preceding clause (ii)(A) (other than, for the avoidance of doubt, the Company or any of its Subsidiaries).

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that any party hereto certain members of the Investor Stockholders may be a partnership partnerships or limited liability companycompanies, each party hereto, by its acceptance of the benefits of to this Agreement, Agreement covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder under this Agreement or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith with this Agreement shall be had against, against any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, member or manager or member of any Investor Stockholders or of Aramark or the Company or of any partner, member, manager, Affiliate or assignee thereof (including, in the case of Xxxxxx Xxxxxxxx or a Management Stockholder and their respective estates, The Xxxxxxxx Family Foundation (with respect to Xxxxxx Xxxxxxxx) and any trust or estate planning vehicles established for the benefit of any family members of Xxxxxx Xxxxxxxx or any Management Stockholder), as such (it being understood that recourse may be had against a Stockholder of the foregoing, but Company for breach of this Agreement in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”such capacity as a Stockholder), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated Personcurrent or future officer, agent or employee of any Investor Stockholders or of Aramark or the Company or any current or future member of any Investor Stockholders or any current or future director, officer, employee, partner, member or manager of any Investor Stockholders or of Aramark or the Company or of any Affiliate or assignee thereof, as suchsuch (it being understood that personal liability may attach to, be imposed on or otherwise be incurred by a Stockholder of the Company for breach of this Agreement in such Person’s capacity as a Stockholder) for any obligations obligation of any Investor or Aramark or the applicable party Company under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or with this Agreement for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations or their creation.

No Recourse. Notwithstanding anything that may be expressed or implied in this LLC Agreement (except in the case of the immediately succeeding sentence and Section 7.6) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this LLC Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, general partner, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonNon-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Party against the Associated PersonsNon-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingAction, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations of the applicable party Party under this LLC Agreement or the transactions contemplated herebyby this LLC Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements or instruments delivered contemporaneously herewith or otherwise required by this LLC Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this LLC 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 LLC Agreement, or the negotiation, execution or performance of this LLC Agreement, may only be brought against the Persons that are expressly named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is expressly intended as a third party beneficiary of this Section 12.15.

No Recourse. Notwithstanding anything that may be expressed All Proceedings, obligations, Losses or implied causes of action (whether in this Agreement or any document or instrument delivered contemporaneously herewithContract, and notwithstanding the fact that any party hereto may be a partnership or limited liability companyin tort, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith in Law or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, currentequity, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), granted by statute whether by or through attempted piercing of the corporate corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or through relate in any manner to (i) this Agreement, (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 sale of the Purchased Units or any other transaction contemplated by this Agreement to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to that contrary, each party hereto covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any of the Seller’s, the Buyer’s or any of their respective Affiliates’ former, current or future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, members, managers, general or limited partners or assignees (each a claim (“Related Party” and collectively, the “Related Parties”), in each case other than the Seller, the Buyer or any of their respective successors and permitted assignees under this Agreement, whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated Personof the Related Parties, as such, for any obligations obligation or liability of the applicable party Seller, the Buyer or any of their respective Affiliates under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or therewith for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations or liabilities or their creation; provided, however, nothing in this Section 8.12 shall relieve or otherwise limit the liability of the Seller, the Buyer or any Affiliate, as such, for any breach or violation of its obligations under such agreements, documents or instruments, except that the parties agree that in no event shall the Seller or the Buyer (or such Affiliate) be liable to the other party hereunder for special or punitive damages (except to the extent payable by such other party to an unaffiliated third party as a result of a third party claim).

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement herein or any document document, agreement or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party heretoParty, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements or instruments delivered contemporaneously herewith herewith, or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had againsttherewith, against any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative Representative or employee of any other party Party (or any of their successor respective successors or permitted assigneesassigns), against any former, current, current or future general or limited partner, manager, stockholder shareholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their respective successors or permitted assigneesassigns) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativeRepresentative, general or limited partner, stockholdershareholder, manager or member of any of the foregoing, but but, in each case case, not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonNon-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract or otherwise) by or on behalf of such party Party against the Associated Personsa Non-Party Affiliate, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable Law, Law or otherwise; , it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated hereby, or under any documents or instruments delivered contemporaneously herewith, at or prior to Closing, in respect of any oral representations made or alleged to be made in connection herewith or therewith, therewith or for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, of or by reason of, of such obligations or their respective creation. Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements or instruments delivered contemporaneously herewith or otherwise contemplated hereby if such Non-Party Affiliate is party to or bound by such document, agreement or instrument. Except to the extent otherwise set forth herein, and subject in all cases to the terms and conditions 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 hereof, may only be brought against, the entities that are named as Parties, and then only with respect to the specific obligations set forth herein with respect to any such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Section 11.14.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that any party hereto a Party may be a partnership, limited partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee partner of any other party Party (or any of their respective successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties hereto, an a “Associated PersonParty Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated PersonsParty Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Applicable Law, or otherwise, except to the extent expressly provided for with respect to an agreement to which the applicable counter-Party is a party; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonParty Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Each Party Affiliate is an express and intended third party beneficiary of this provision and shall have the right to enforce the terms hereof in all respects.

No Recourse. Notwithstanding anything that may be expressed or implied All covenants, stipulations, promises, agreements and obligations of the Issuer contained in this Indenture, the Agreement, the Deeds of Trust, the Security Agreement or any document or instrument delivered contemporaneously herewithand all other Bond Documents shall be deemed to be the covenants, stipulations, promises, agreements and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party hereto, by its acceptance obligations of the benefits Issuer and not of this Agreementany member, covenantsofficer, agrees and acknowledges that no Persons other than employee or agent of the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder againstIssuer in his individual capacity, and no recourse hereunder under or under upon any documents obligation, covenant or instruments delivered contemporaneously herewith agreement contained in the Bond Documents or otherwise based upon or in respect to the Bond Documents, or any documents supplemental thereto, or for any of the Bonds or for any oral representations made claim based thereon or alleged to be made otherwise in connection herewith or therewith respect thereof, shall be had againstagainst any past, any former, current present or future directormembers, officerofficers, agentemployees or agents, Affiliateas such, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (the Issuer or any of their successor public corporation or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (political subdivision thereof or any of their successors person executing the Bond Documents, either directly or permitted assignees) through the Issuer or any Affiliate thereof successor public corporation or against any formerpolitical subdivision thereof, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed understood that the Bond Documents to which the Issuer is a party are solely corporate obligations, and acknowledged that no such personal liability whatsoever whatever shall attach to, or shall be imposed onincurred by, any such member, officer, employee or agent of the Issuer or any successor public corporation or political subdivision thereof or any person executing the Bond Documents because of the creation of the indebtedness thereby authorized, or otherwise be incurred by any Associated Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of the obligations, covenants or agreements contained in the Bond Documents or implied therefrom; and that any and all such personal liability of, and any and all such obligations rights and claims against, every such member, officer, employee or their creationagent because of the indebtedness thereby authorized, or under or by reason of the obligations, covenants or agreements contained in the Bond Documents or implied therefrom are, to the extent permitted by law, expressly waived and released as a condition of, and as consideration for, the execution of the Bond Documents.

No Recourse. Notwithstanding anything that may be expressed or implied in Subject to the last sentence of this Section 11.9, this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may only be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder enforced against, and any claim or cause of action arising out of this Agreement may only be brought against, the Persons who are identified herein as parties hereto and the Company Securityholders, in each case solely to the extent of each such Person’s express obligations hereunder and subject to the limitations set forth herein, and no recourse hereunder former, current or under any documents or instruments delivered contemporaneously herewith or in respect future Affiliate of any oral representations made Company Securityholder or alleged to be made in connection herewith or therewith shall be had againstof any of the parties hereto, any and no former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officeremployee, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholdermanager, manager member, equityholder or member any Affiliate of any of the foregoing, but in each case not including the named parties hereto foregoing (each, but excluding for the avoidance of doubtcollectively, the named parties hereto, an “Associated PersonRelated Parties”)) shall have any liability solely as a result of holding such position or relationship, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations or liabilities of the applicable a party under hereto for any claim based on, in respect of, or by reason of this Agreement or the transactions contemplated herebyany other agreement, under any documents document or instruments instrument delivered contemporaneously herewithpursuant to this Agreement (whether in tort, contract or otherwise) or in respect of any oral representations made or alleged to be made in connection herewith herewith, and no party hereto and their respective Affiliates shall have any rights of recovery in respect hereof against any Related Party and no personal liability shall attach to any Related Party through any Company Securityholder or therewiththe Stockholder Representative or otherwise, whether by or through attempted piercing of the corporate veil, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or for any claim (whether otherwise. Notwithstanding anything to the contrary in tort, contract or otherwise) based onthe foregoing, in respect no event shall any Company Securityholder or any party hereto be deemed a Related Party for purposes of this Section 11.9. Notwithstanding the generality of the foregoing and for the avoidance of doubt, nothing in this Section 11.9 shall (i) limit the obligations of, or by reason ofrecourse against, any Person under this Agreement, or any other agreement, document or instrument, in each case to which it is a direct party or is otherwise bound with respect to such Person’s obligations hereunder or their creationthereunder (subject to applicable limitations as set forth herein and therein), including, without limitation, the obligations of any Company Stockholder under any Letter of Transmittal or of any Company Optionholder under any option agreement or Option Termination Agreement, in each case, including the acknowledgement and agreement of such Person thereunder to the terms and conditions of this Agreement, or (ii) limit or preclude any claim for Fraud.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any other document or instrument delivered contemporaneously herewith, and notwithstanding pursuant hereto (the fact that any party hereto may be a partnership or limited liability company“Transaction Documents”), each party hereto, by its acceptance of the benefits of this Agreement, Party unconditionally and irrevocably covenants, agrees and acknowledges that no Persons Person other than the named parties hereto Parties shall have any obligation or liability hereunder (on the terms and subject to the conditions set forth herein), and that it has notwithstanding that a Party may be a corporation, partnership, limited partnership or limited liability company (i) no rights of right or remedy, recourse or recovery hereunder against(whether at law or equity or in tort, and no recourse hereunder contract or otherwise) hereunder, under this Agreement or any documents other Transaction Document or instruments delivered contemporaneously herewith in connection with the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, or in respect of any oral representations made or alleged to be made in connection herewith or therewith therewith, shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporatordirect or indirect equity holder, controlling Person, fiduciary, representativeperson, general or limited partner, officer, director, employee, investment professional, manager, stockholder, manager member, agent, affiliate, assignee, financing source or member representative of any of the foregoingforegoing or any of their respective successors or assigns (any such Person, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an a “Associated PersonRelated Party”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment Party or by any legal Related Party of any Related Party (including, without limitation, any liabilities or equitable proceedingobligations arising under, or by virtue of any statutein connection with, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations of the applicable party under this Agreement or any other Transaction Document or the transactions contemplated herebyhereby or each thereby (or the termination or abandonment thereof) or otherwise, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or in respect of any claim (whether at law or equity or in tort, contract or otherwise), whether, in each case, by or through piercing of the corporate, limited liability company or limited partnership veil or similar action, by or through a claim by or on behalf of any Party against any Related Party of an Party or any Related Party of such Related Party, whether by the enforcement of any judgment or assessment or by any legal or equitable proceedings, or by virtue of any statute, regulation or other applicable law or otherwise, and (ii) it is expressly agreed and acknowledged that no personal liability or obligation whatsoever shall attach to, be imposed on, or otherwise be incurred by, any Related Party of any Party or any Related Party of such Related Party for any liabilities or obligations of the Parties under this Agreement or any other Transaction Document or in connection with the transactions contemplated hereby or each thereby (or the termination or abandonment thereof) or otherwise, in respect of any oral representation made or alleged to have been made in connection herewith or therewith or for any claim (whether at law or equity or in tort, contract or otherwise) based on, in respect of, in connection with, or by reason of, of such obligations or their creation, and each party hereto hereby irrevocably and unconditionally waives and irrevocably and unconditionally releases all claims (whether arising under equity, contract, tort or otherwise) against such Persons for any such liability or obligation. For the avoidance of doubt, no Party nor any of its Related Parties shall be Related Parties of any other Party.

No Recourse. Notwithstanding anything Subject to the remainder of this Section 15.13, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) that may be expressed based upon, are in respect of, arise under, arise out or implied by reason of, are connected with, or relate in any manner to this Agreement, the negotiation, execution, or the performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) or the transactions contemplated hereby and thereby, may be made only against (and are expressly limited to) the entities that are expressly identified as “Parties” in the preamble to this Agreement or any document successor or instrument delivered contemporaneously herewithpermitted assign of any such Parties (“Contracting Parties”). No Person who is not a Contracting Party, including without limitation any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative of, and notwithstanding the fact that any party hereto may be a partnership financial advisor, lender, investor or limited liability companyequity provider (whether actual or prospective) of, each party heretoany Contracting Party, by its acceptance or any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any of the benefits foregoing (“Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity, or granted by statute) to any Contracting Party with which it is not engaged or does not have a contractual relationship with (outside of this Agreement) or any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement, the performance of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason ofof this Agreement or 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 such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or their creationcauses of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of the other Contracting Party on any of its Nonparty Affiliates, 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 of the other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 15.13 to the contrary, this Section 15.13 does not provide (and shall in no event be interpreted to provide) for any waiver, release or relinquishment by any Contracting Party of any claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) of any sort which such Contracting Party may have against any of Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of this Agreement).

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative Representative or employee of any other party Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativeRepresentative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an “Associated Person”a "Non-Party Affiliate"), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Party against the Associated PersonsNon-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable LawLegal Requirements, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, 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. Each Non-Party Affiliate is expressly intended as a third-party beneficiary of this Section 6.13.

No Recourse. The Guaranteed Party acknowledges that Merger Sub has no assets other than certain contract rights and cash in a de minimis amount, and that no additional funds are expected to be contributed to Merger Sub unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee, the Merger Agreement or any document other Transaction Agreement, or in any agreement or instrument delivered contemporaneously herewithdelivered, or statement made or action taken, in connection with or pursuant to the transactions contemplated by any of this Limited Guarantee, the Merger Agreement or any other Transaction Agreement or the negotiation, execution, performance or breach of this Limited Guarantee, the Merger Agreement or any other Transaction Agreements, notwithstanding any equitable, common law or statutory right or claim that may be available to the Guaranteed Party or any of its Affiliates, and notwithstanding the fact that any party hereto Guarantor may be a partnership or partnership, limited liability company, each party heretocompany corporation or other entity, by its acceptance of the benefits of this AgreementLimited Guarantee, covenantsthe Guaranteed Party, agrees by executing this Limited Guarantee, acknowledges and acknowledges agrees, on behalf of itself and the Guaranteed Party Related Persons, that no Persons person other than the named parties hereto shall have Guarantors has any obligation hereunder obligations hereunder, and that it has no rights right of recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had againsthereunder against and no personal liability shall hereunder attach to, the Guarantors, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative direct or employee indirect holders of any other party (or any of their successor or permitted assignees)equity, against any former, current, or future general or limited partnerpartnership or limited liability company interest, managercontrolling persons, stockholder management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, Affiliates (other than any successor(s) or member of any Organogenesis Existing Stockholders permitted assignee(s) under Section 6), members, managers, general or Avista (or any of their limited partners, stockholders, shareholders, representatives, successors or permitted assignees) assignees of the Guarantors, or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativedirect or indirect holders of any equity, general or limited partnerpartnership or limited liability company interest, stockholdercontrolling persons, manager management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, Affiliates (other than any successor(s) or member permitted assignee(s) under Section 6), members, managers, general or limited partners, stockholders, shareholders, representatives, successors or assignees of any of the foregoingforegoing (collectively, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubtGuarantors, the named parties heretoContinuing Shareholders, an 51 Elevate Limited, Merger Sub, the Other Guarantors or any permitted assignee under Section 6 hereof, or their respective successors and permitted assigns under the Transaction Agreements, collectively the “Associated PersonNon-Recourse Parties,” and each a “Non-Recourse Party”), through Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim (whether at law or equity in tort, contract or otherwise) by or on behalf of such party Merger Sub against the Associated Personsany Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable Law, or otherwise, except for Retained Claims; provided, however, that notwithstanding anything to the contrary in this Agreement, in the event any Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the sum of the Guarantors’ remaining net assets plus unfunded capital commitments which they are entitled to call is less than the Cap as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment, by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, surviving entity or otherwise be incurred by any Associated Personsuch person, as suchthe case may be, for any but only if the Guarantors fail to satisfy their payment obligations hereunder and only to the extent of the applicable party liability of the Guarantors hereunder. No person other than the Guarantors (or any successors or permitted assignees under Section 6), the Guaranteed Party (or any successors or permitted assignees under Section 6) and the Non-Recourse Parties shall have any rights or remedies under, in connection with or in any manner related to this Agreement Limited Guarantee or the transactions contemplated hereby. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person, including the Guaranteed Party or any of the Guaranteed Party Related Persons, any rights or remedies hereunder against any person other than the rights or remedies of the Guaranteed Party (or any successors or permitted assignees under Section 6) against the Guarantors (or any documents successors or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwisepermitted assignees under Section 6) based on, in respect of, or by reason of, such obligations or their creationas expressly set forth herein.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement letter agreement, or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreementletter agreement, covenantsexcept in the case of fraud or willful misconduct of the Investors, Parent acknowledges and agrees and acknowledges that no Persons Person other than the named parties hereto shall have Investors (and any assignee permitted in accordance with Section 5 hereof) has any obligation hereunder or, except for Parent, in connection with the transactions contemplated hereby and that, notwithstanding that it the Investors (or any assignee permitted in accordance with Section 5 hereof) may be a limited partnership or limited liability company, no Person has no rights any right of recovery hereunder under this letter agreement against, and no recourse hereunder under this letter agreement or under any documents document or instruments instrument contemporaneously delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith therewith, shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporatorequity holders, controlling PersonPersons, fiduciarydirectors, representative or employee of officers, employees, Affiliates (other than any other party (or any of their successor or assignees permitted assigneesin accordance with Section 5 hereof), against any formermembers, current, managers or future general or limited partnerpartners of Investor, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future equity holder, controlling Person, director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholdermember, manager or member Affiliate (other than any assignee permitted in accordance with Section 5 hereof) of any of the foregoingforegoing (collectively, but in each case not including the named parties hereto (eachParent, but excluding for the avoidance of doubtMerger Sub, the named parties heretoInvestors or any assignee permitted in accordance with Section 5 hereof, an the “Associated PersonInvestor Affiliates”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Parent against the Associated Personsany Investor Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Lawlaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonInvestor Affiliate, as such, for any obligations obligation of the applicable party any Investor under this Agreement letter agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously in connection herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Parent further agrees that neither it nor any of its Affiliates shall have any right of recovery against any Investor or any Investor Affiliates, whether by piercing of the corporate veil, by a claim on behalf of Parent against any Investor or any Investor Affiliates, or otherwise, except for Parent’s right to be capitalized by the Investors under and to the extent provided in this letter agreement and subject to the terms and conditions hereof. Parent hereby covenants and agrees that it shall not institute, and shall cause its controlled Affiliates not to institute, any proceeding or bring any other claim (whether in tort, contract or otherwise) arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, or in respect of any oral representations made or alleged to be made in connection therewith, against any Investor or any Investor Affiliate except for claims solely against any Investor under this letter agreement.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement letter agreement, or any document or instrument delivered contemporaneously in connection herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreementletter agreement, Parent covenants, agrees and acknowledges that no Persons Person other than Parent, the named parties hereto shall have Sponsor and Xxxxxx Sub has any liability, obligation or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent or otherwise, hereunder and that, notwithstanding that it the Sponsor or any of its successors or permitted assigns may be limited partnerships, Parent has no rights right of recovery hereunder against, and no recourse hereunder under this letter agreement or under any documents document or instruments instrument delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith, against, and no personal liability whatsoever shall attach to, be imposed upon or be incurred by, any former, current or future equity holders, controlling persons, incorporators, directors, officers, employees, advisors, agents, representatives, Affiliates (other than any assignee to which this letter agreement is assigned pursuant to Section 13 hereof), members, managers or general or limited partners of the Sponsor or any former, current or future stockholder, controlling person, incorporator, director, officer, employee, advisor, general or limited partner, member, manager, Affiliate (other than any assignee to which this letter agreement is assigned pursuant Section 13 hereof), financing source, portfolio company, representative or agent of any of the foregoing and their successors or assigns (collectively, but expressly not including Parent, the Sponsor or Merger Sub, each a “Non-Recourse Party”), whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party, as such, for any obligations of the Sponsor or any of its successors or permitted assignees under this letter agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Member may be a partnership or limited liability company, each party Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member (or, in each case, any financing source for any of the foregoing) of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”)Members, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated such Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Lawlaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Personsuch Persons, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewithherewith or in connection or contemplation hereof, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

No Recourse. Notwithstanding anything that may be expressed Except as expressly set forth in this Agreement, and other than in the case of fraud or implied in willful and intentional breach of this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party ancillary agreement hereto, notwithstanding any rights of Quartet at law or in equity, in the event of any default or breach by the Company under this Agreement or any ancillary agreement hereto, Quartet’s remedies shall be restricted to enforcement of its acceptance rights against the property and assets of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder againstCompany, and no recourse hereunder liability whatsoever shall attach to, be imposed on or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to otherwise be made in connection herewith or therewith shall be had againstincurred by, any former, current or future director, officer, employee, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, member, shareholder, stockholder or member Affiliate of the Company (other than the Company), any Organogenesis Existing Stockholders Stockholder, or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativeagent, general or limited partner, stockholdermanager, manager member, shareholder, stockholder or member Affiliate (other than the Company) of any of the foregoing, but whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, for any obligations or liabilities of the parties to this Agreement or any ancillary agreement hereto or for any claim based on, in each case not including the named parties hereto (eachrespect of, but excluding for the avoidance of doubtor by reason of, the named parties transactions contemplated hereby or thereby. Except as expressly set forth in this Agreement or any ancillary agreement, and other than in the case of fraud or willful and intentional breach of this Agreement, notwithstanding any rights of the Company at law or in equity, in the event of any default or breach by Quartet, under this Agreement or any ancillary agreement hereto, an “Associated Person”the remedies of the Company and the Stockholders shall be restricted to enforcement of its rights against any other property and assets of Quartet, and no liability whatsoever shall attach to, be imposed on or otherwise be, incurred by, any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of Quartet, (other than Quartet) or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing (other than Quartet), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations or Liabilities of the applicable party under parties to this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations the transactions contemplated hereby. Without limiting the generality of the foregoing, each party hereto agrees that it shall, and shall cause its Affiliate to, not file, or their creationthreaten to file, any claim, suit, action or proceeding in violation of this Section 10.7. Quartet and the Company will be liable for all attorneys’ fees and court costs arising from a breach of this Section 10.7.

No Recourse. Each Guaranteed Party acknowledges that none of Parent, MergerCo 1, MergerCo 2 or any assignees thereof permitted under the Agreement has any assets other than certain contract rights and a nominal amount of cash and that no additional funds are expected to be contributed to Parent, MergerCo 1, MergerCo 2 or any assignees thereof permitted under the Agreement unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Agreement Guaranty or any document or instrument delivered contemporaneously in connection herewith, and notwithstanding that the fact that Guarantor or its general partner (and any party hereto assignee permitted under Section 7 hereof) may be a limited partnership or limited liability company, each party hereto, by its acceptance of the benefits of this AgreementGuaranty, covenants, each Guaranteed Party agrees and acknowledges that no Persons person other than the named parties hereto shall have Guarantor has any liability, obligation or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent or otherwise, hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or neither Guaranteed Party nor any of their successor or permitted assignees), against controlled affiliates has any former, currentright of recovery under this Guaranty, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations this Guaranty, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith, against, and no personal liability shall attach to, be imposed on, or otherwise be incurred by, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners, successors or assignees of any of the Guarantor, Parent, MergerCo 1, MergerCo 2, any assignees thereof permitted under the Agreement or any former, current or future equity holder, controlling person, director, officer, employee, agent, affiliate, member, manager, general or limited partner, successor or assignee of any of the foregoing (collectively, but not including the Guarantor (and any assignee permitted under Section 7 hereof), Parent, MergerCo 1 or MergerCo 2 (or any assignees thereof permitted under the Agreement), the “Non-Recourse Parties”), through Parent, MergerCo 1, MergerCo 2 or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of Parent, MergerCo 1 or MergerCo 2 (or any assignees thereof permitted under the Agreement) against the Guarantor or any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable Law, whether based in contract, tort or otherwise (it being understood that notwithstanding anything to the contrary in this sentence, this sentence shall not limit the Guaranteed Parties’ rights and remedies against the Guarantor (and any assignee permitted under Section 7 hereof) to the extent expressly provided hereunder or any rights and remedies the Guaranteed Parties may have against Parent, MergerCo 1 or MergerCo 2 (or any assignees thereof permitted under the Agreement) to the extent expressly provided in the Agreement). The Guaranteed Parties further agrees that the only rights of recovery that the Guaranteed Parties or their creationcontrolled affiliates have in connection with the Agreement or the transactions contemplated thereby or otherwise relating thereto or the Equity Commitment Letter are their right to recover from Parent, MergerCo 1 or MergerCo 2 under and to the extent expressly provided in the Agreement, their right to recover from the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Guaranty and subject to the Cap and the other limitations described herein, their right to recover from the Blackstone Investor (but not any Non-Recourse Party (as defined in the Blackstone Investor Guaranty)) under and to the extent expressly provided in the Blackstone Investor Guaranty and subject to the Cap (as defined in the Blackstone Investor Guaranty) and the other limitations described therein, and their right to recover from Starwood Capital Group Global, LLC or Blackstone Real Estate Services L.L.C. under and to the extent expressly provided in their respective Confidentiality Agreement. Recourse against the Guarantor under the terms of this Guaranty shall be the sole and exclusive remedy of the Guaranteed Parties and all of their controlled affiliates against the Guarantor and the Non-Recourse Parties (other than Starwood Capital Group Global, LLC to the extent expressly provided in the Confidentiality Agreement) in respect of any liabilities arising under, or in connection with, the Agreement, the Equity Commitment Letter or the transactions contemplated by the Agreement or the Equity Commitment Letter or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith, whether at law or in equity, in contract, tort or otherwise. Each Guaranteed Party hereby agrees that it shall not institute, and shall cause its controlled affiliates not to institute, directly or indirectly, any action or bring any other claim arising under, or in connection with, the Agreement, the transactions contemplated thereby or otherwise relating thereto or to the Equity Commitment Letter, against the Guarantor or any Non-Recourse Party, except for claims solely against Starwood Capital Group Global, LLC under and to the extent expressly provided in the Confidentiality Agreement and for claims solely against the Guarantor under and to the extent expressly provided in this Guaranty and subject to the Cap and the other limitations described herein. Nothing set forth in this Guaranty shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Parties (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously in connection herewith, and notwithstanding the fact that an Investor or its general partner (or any party hereto assignee permitted hereunder) may be a limited partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreementletter, covenants, each Investor and Parent agrees and acknowledges that no Persons person has any liability or, other than the named parties hereto shall have an Investor or Parent, any obligation or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent or otherwise, hereunder and that it has no rights of recovery hereunder againstneither an Investor, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or Parent nor any of their successor or permitted assignees), against affiliates has any former, currentright of recovery under this Agreement, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations this Agreement or the Transaction or in respect of any oral representations made or alleged to be made in connection herewith, against, and no personal liability shall attach to, be imposed on, or otherwise be incurred by the former, current or future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners, successors or assignees of either Investor or any former, current or future equity holder, controlling person, director, officer, employee, agent, affiliate, member, manager, general or limited partner, successor or assignee of any of the foregoing (collectively, the “Non-Recourse Parties”), through an Investor, Parent or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of an Investor, Parent or their creationassigns permitted under the Agreement against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable Law, whether based in contract, tort or otherwise. Recourse against an Investor under this Agreement or another Transaction Document shall be the sole and exclusive remedy of the other Investor, Parent and all of their affiliates against an Investor and the Non-Recourse Parties in respect of any liabilities arising under, or in connection with, this Agreement, another Transaction Document or the Transaction or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at law or in equity, in contract, tort or otherwise. Each Investor and Parent hereby agrees that it shall not institute, and shall cause its affiliates not to institute, directly or indirectly, any action or bring any other claim arising under, or in connection with, this Agreement, the other Transaction Documents or the Transaction, against an Investor or any Non-Recourse Party, except for claims solely against an Investor under and to the extent expressly provided in this Agreement or any other Transaction Document and subject to the limitations described herein and therein. Nothing set forth in this letter shall confer or give or shall be construed to confer or give to any person other than an Investor or Parent (including any person acting in a representative capacity) any rights or remedies against any person, except as expressly set forth herein.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party heretoParty, by its acceptance of the benefits of this Agreement, covenants, agrees agrees, and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Controlling Person, fiduciary, representative representative, or employee of any other party Party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder stockholder, or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) ), or any Affiliate thereof thereof, or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Controlling Person, fiduciary, representative, general or limited partner, stockholder, manager manager, or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonParty Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract contract, or otherwise) by or on behalf of such party Party against the Associated PersonsParty Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation regulation, or other applicable Lawlaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonParty Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this AgreementAgreement and the other Basic Documents, covenants, agrees and acknowledges that that, except as may be set forth in each of the Equity Commitment Letters, no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”)parties, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Personssuch Persons and entities, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Lawlaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Personsuch Persons, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

No Recourse. Notwithstanding anything that may be expressed All Proceedings, obligations, Losses or implied causes of action (whether in this Agreement or any document or instrument delivered contemporaneously herewithcontract, and notwithstanding the fact that any party hereto may be a partnership or limited liability companyin tort, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith in law or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, currentequity, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), granted by statute whether by or through attempted piercing of the corporate corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or through relate in any manner to (i) this Agreement, (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 sale of the Purchased Shares or any other transaction contemplated by this Agreement to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to that contrary, each party hereto covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any of the Seller’s, the Buyer’s or any of their respective Affiliates’ former, current or future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, members, managers, general or limited partners or assignees (each a claim (“Related Party” and collectively, the “Related Parties”), in each case other than the Seller, the Buyer or any of their respective successors and permitted assignees under this Agreement, whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated Personof the Related Parties, as such, for any obligations obligation or liability of the applicable party Seller, the Buyer or any of their respective Affiliates under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or therewith for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations or liabilities or their creation; provided, however, nothing in this Section 8.12 shall relieve or otherwise limit the liability of the Seller, the Buyer or any Affiliate, as such, for any breach or violation of its obligations under such agreements, documents or instruments.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document Ancillary Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a corporation, partnership or limited liability company, each party heretoParty, by its acceptance of the benefits of this Agreement, on behalf of itself and its applicable Non-Party Affiliates (as defined below) covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents Ancillary Agreement or any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, in each case, acting in such capacities, but in each no case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonNon-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether at law or in equity, in contract or tort, contract or otherwise) by or on behalf of such party Party against the Associated Personsany Non-Party Affiliate, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated herebyTransactions, under any Ancillary Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether at law or in equity, in contract or tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation; provided that the forgoing shall not limit the obligations of any Non-Party Affiliate under any Ancillary Agreement or any other documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement if such Non-Party Affiliate is party to such Ancillary Agreement or document, agreement or instrument, but only to the extent of the obligations of such Non-Party Affiliate thereunder. Except to the extent otherwise set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Section 8.14.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a corporation, partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonNon-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract or otherwise) by or on behalf of such party Party against the Associated PersonsNon-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated herebyby this Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the forgoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Section 8.14.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement letter agreement, or any document or instrument delivered contemporaneously in connection herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreementletter agreement, the Buyer covenants, agrees and acknowledges that no Persons Person other than the named parties hereto shall have Sponsors, as applicable, has any obligation liabilities, obligations or commitments of any nature (whether known or unknown, whether due or to become due, absolute, contingent or otherwise) hereunder (in each case subject to the limitations provided herein) or in connection with the transactions contemplated hereby and that, notwithstanding that it each Sponsor or its general partner (and any assignee permitted under Section 14 hereof) may be a limited partnership, limited liability company or any other entity, the Buyer has no rights right of recovery hereunder against, and no recourse hereunder under this letter agreement or under any documents document or instruments instrument delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had herewith, against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, this letter agreement, the transactions contemplated hereby or in respect of any oral representation made or alleged to be made in connection herewith, against, and no personal liability whatsoever shall attach to, be imposed upon or otherwise be incurred by the former, current or future direct or indirect equity holders, controlling Persons, directors, officers, employees, agents, Affiliates (other than any assignee permitted under Section 14 hereof to which the obligations hereunder are actually assigned), members, managers or general or limited partners of any of the Sponsors or the Buyer or any former, current or future stockholder, controlling Person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee permitted under Section 14 hereof to which the obligations hereunder are actually assigned) or agent of any of the foregoing (collectively, but in each case, excluding the Sponsors or the Buyer even if a Sponsor or the Buyer would otherwise be included in the foregoing list, the “Non-Recourse Parties”), whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise. Notwithstanding any exercise or right to exercise its enforcement rights in accordance with Section 4 hereof, TGE is subject to this Section 11 to the same extent that the Buyer is. Notwithstanding anything herein to the contrary, the liability of each Sponsor shall be several (and not joint or joint and several) based upon such obligations Sponsor’s Pro Rata Percentage, and no Sponsor shall be liable to the Buyer, TGE or their creationany other Person for any amounts hereunder in excess of such Sponsor’s Commitment. The “Pro Rata Percentage” of each Sponsor is as set forth opposite such Sponsor’s name on Schedule A hereto.

No Recourse. Notwithstanding anything that may be expressed All Proceedings, obligations, Losses or implied causes of action (whether in this Agreement or any document or instrument delivered contemporaneously herewithContract, and notwithstanding the fact that any party hereto may be a partnership or limited liability companyin tort, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith in Law or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, currentequity, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), granted by statute whether by or through attempted piercing of the corporate corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or through relate in any manner to (i) this Agreement, (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 sale of the Membership Interests or any other transaction contemplated by this Agreement to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement (including any parties to a claim Joinder Agreement). In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to that contrary, each party hereto covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any of the Sellers’, the Buyer’s, RW LSG Holdings or any of their respective Affiliates’ former, current or future direct or indirect equity holders, controlling persons, stockholders, 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 Sellers, the Buyer, RW LSG Holdings or any of their respective successors and permitted assignees under this Agreement, whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated Personof the Related Parties, as such, for any obligations obligation or liability of the applicable party Sellers, the Buyer, RW LSG Holdings or any of their respective Affiliates under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or therewith for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations or liabilities or their creation; provided, however, nothing in this Section 10.14 shall relieve or otherwise limit the liability of the Sellers, the Buyer, RW LSG Holdings or any Affiliate, as such, for any breach or violation of its obligations under such agreements, documents or instruments.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Member may be a partnership or limited liability company, each party Member hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Members (each, but excluding for the avoidance of doubt, the named parties heretoMembers, an a “Associated PersonMember Affiliate”)}, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated PersonsMember Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Lawlaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonMember Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, 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. Each Member Affiliate is expressly intended as a third-party beneficiary of this Section 13,17.

No Recourse. Notwithstanding anything Each Party agrees that may be expressed or implied in (a) this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may only be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect claims of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim nature whatsoever (whether in tort, contract or otherwise) by arising under or on behalf of such party against relating to this Agreement, the Associated Persons, by the enforcement of any assessment negotiation hereof or by any legal or equitable proceedingits subject matter, or by virtue of the transactions contemplated hereby shall be asserted against any statuteCompany Non-Party Affiliate or any Acquiror Non-Party Affiliate, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations (b) none of the applicable party under Company Non-Party Affiliates or the Acquiror Non-Party Affiliates shall have any liability arising out of or relating to this Agreement Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in including with respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, for breach of this Agreement or in respect ofof any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or by reason offor any actual or alleged inaccuracies, such obligations misstatements or their creationomissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby. For purposes of this Section 8, (i) “Acquiror Non-Party Affiliate” means (A) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of either Acquiror or Sponsor and (B) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons referred to in the immediately preceding clause (i)(A) (other than, for the avoidance of doubt, Acquiror) and (ii) “Company Non-Party Affiliate” means (A) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of the Company or any of its Subsidiaries (other than, for the avoidance of doubt, the Company or any of its Subsidiaries) or any family member of the foregoing Persons and (B) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons in the immediately preceding clause (ii)(A) (other than, for the avoidance of doubt, the Company or any of its Subsidiaries).

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonParty Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated PersonsParty Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonParty Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the foregoing, a Party Affiliate may have obligations under any documents, agreements or instruments delivered contemporaneously herewith or otherwise contemplated by this Agreement if such Party Affiliate is a party to such document, agreement, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the Persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Party Affiliate is expressly intended as a third-party beneficiary of this Section 12.16.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party Partner hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that with respect to the obligations of each of KKR and GSO hereunder, no Persons Person other than the named parties hereto KKR or GSO, as applicable, shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder therefor or under any documents documents, agreements, or instruments delivered contemporaneously in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party KKR or GSO, as applicable, (or any of their successor its successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders KKR or Avista GSO, as applicable, (or any of their its successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Partners (each, but excluding for the avoidance of doubt, the named parties heretoPartners, an a “Associated PersonKKR Affiliate” or “GSO Affiliate”, as applicable), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated PersonsKKR Affiliates or GSO Affiliates, as applicable, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Lawlaw, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonKKR Affiliate or GSO Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously in connection herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a corporation, company, partnership, exempted limited partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonNon-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract or otherwise) by or on behalf of such party Party against the Associated PersonsNon-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated herebyby this Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the forgoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Section 12.14.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, each Party covenants, agrees and acknowledges that (a) no Persons Person other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and (b) no recourse hereunder under this Agreement or under any documents or instruments delivered contemporaneously in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporatordirect or indirect equityholders, controlling PersonPersons, fiduciarystockholders, representativedirectors, officers, employees, Affiliates, members, managers, general or limited partnerpartners, stockholderagents, manager attorneys or member other representatives of such Party, or any of its successors or assigns, or any former, current or future direct or indirect equityholders, controlling Persons, stockholders, directors, officers, employees, Affiliates, members, managers, general or limited partners, agents, attorneys or other representatives or successors or assignees of any of the foregoing, but in each case not including the named parties hereto foregoing (each, but excluding for the avoidance of doubta “Related Party” and, collectively, the named parties hereto, an “Associated PersonRelated Parties”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated Person, as such, Related Party for any obligations of Seller or the applicable party SPV, as the case may be, or any of its successors or permitted assigns under this Agreement or the transactions contemplated hereby, under any documents or instruments instrument delivered contemporaneously herewith, in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith, therewith or for any claim (whether at law or equity, in tort, contract or otherwise) based on, in respect of, or by reason of, of such obligations or their creation, in each case except to the extent of any liability or obligation of a Person pursuant to the terms of a Transaction Document to which it is a party.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithotherwise, and notwithstanding the fact that any party hereto certain Holders may be a partnership or partnerships, limited liability companycompanies, corporations or other entities, each party hereto, by its acceptance of the benefits of this Agreement, hereto covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder under this Agreement or under any documents or instruments delivered contemporaneously herewith by any Person pursuant hereto or in respect of any oral representations made or alleged to be made in connection herewith or therewith otherwise shall be had againstagainst any of the Sponsor Fund’s, any Co-Invest HoldCo’s, Apollo Group’s (disregarding the Affiliate Exclusion), the SCP Investor’s or any of the foregoing’s respective Affiliates’ (disregarding the Affiliate Exclusion) former, current or future director, officer, agent, Affiliate, manager, assignee, incorporatordirect or indirect equity holders, controlling PersonPersons, fiduciarystockholders, representative or employee of any other party directors, officers, employees, agents, Affiliates (or any of their successor or permitted assigneesdisregarding the Affiliate Exclusion), against any formermembers, currentfinancing sources, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativemanagers, general or limited partnerpartners or assignees (each, stockholdera “Related Party” and, manager or member collectively, the “Related Parties”) (it being agreed that the Affiliate Exclusion shall be disregarded for purposes of any all uses of the foregoingterms “Related Party” and “Related Parties” in this Agreement), but in each case not including the named parties hereto other than (eachsubject, but excluding for the avoidance of doubt, to the named parties hereto, an “Associated Person”)provisions of this Agreement) each party hereto or any of its respective assignees under this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated Personof the Related Parties, as such, for any obligations obligation or liability of the applicable any party hereto or any of its respective assignees under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of by any oral representations made or alleged to be made in connection herewith or therewith, or Person pursuant hereto for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations or liabilities or their creation; provided, however, that nothing in this Section 7.15 shall relieve or otherwise limit the liability of any party hereto or any of its respective assignees for any breach or violation of its obligations under such agreements, documents or instruments.

No Recourse. The Guaranteed Party acknowledges that the Purchaser does not have any assets other than certain contract rights and a nominal amount of cash and that no additional funds are expected to be contributed to the Purchaser unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Agreement Guaranty or any document or instrument delivered contemporaneously in connection herewith, and notwithstanding that the fact that Guarantor or its general partner (and any party hereto assignee permitted under Section 7 hereof) may be a limited partnership or limited liability company, each party hereto, by its acceptance of the benefits of this AgreementGuaranty, covenants, the Guaranteed Party agrees and acknowledges that no Persons Person other than the named parties hereto shall have Guarantor or its assigns has any liability, obligation or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent or otherwise, hereunder and that it neither the Guaranteed Party nor any of its affiliates has no rights any right of recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, currentthis Guaranty, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations this Guaranty, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith, against, and no personal liability shall attach to, be imposed on, or otherwise be incurred by the Other Blackstone Investor, the former, current or future equity holders, controlling Persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners, successors or assignees of the Guarantor, the Purchaser or the Other Blackstone Investor or any former, current or future equity holder, controlling Person, director, officer, employee, agent, affiliate, member, manager, general or limited partner, successor or assignee of any of the foregoing (collectively, but not including the Guarantor (and any assignee permitted under Section 7 hereof) or the Purchaser, the “Non-Recourse Parties”), through the Purchaser or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of the Purchaser against the Guarantor or any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable Law, whether based in contract, tort or otherwise. The Guaranteed Party further agrees that the only rights of recovery that the Guaranteed Party or its affiliates have in connection with the Agreement or the transactions contemplated thereby or otherwise relating thereto are their creationright to recover from the Purchaser under and to the extent expressly provided in the Agreement, their right to recover from the Guarantor or its assigns (but not any Non-Recourse Party) under and to the extent expressly provided in this Guaranty and subject to the Cap and the other limitations described herein, their right to recover from the Other Blackstone Investor or its assigns (but not any other Non-Recourse Party) under and to the extent expressly provided in the Other Blackstone Guaranty and subject to the “Cap” (as defined therein) and the other limitations described therein, their right to recover from Blackstone Real Estate Services L.L.C. under and to the extent expressly provided in the Confidentiality Agreement and their right to recover from BCORE Preferred Holdco LLC under and to the extent expressly provided in the Support Agreement, dated the date hereof, between BCORE Preferred Holdco LLC, the Purchaser and the Company (the “Support Agreement”). Recourse against the Guarantor or its assigns under the terms of this Guaranty and the Other Blackstone Investor or its assigns under the terms of the Other Blackstone Guaranty shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties (other than Blackstone Real Estate Services L.L.C. to the extent expressly provided in the Confidentiality Agreement, the Other Blackstone Investor under and to the extent expressly provided in the Other Blackstone Guaranty and subject to the “Cap” (as defined therein) and the other limitations described therein, and BCORE Preferred Holdco LLC under and to the extent expressly provided in the Support Agreement) in respect of any liabilities arising under, or in connection with, the Agreement or the transactions contemplated by the Agreement or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith, whether at law or in equity, in contract, tort or otherwise. The Guaranteed Party hereby agrees that it shall not institute, and shall cause its affiliates not to institute, directly or indirectly, any action or bring any other claim arising under, or in connection with, the Agreement, the transactions contemplated thereby or otherwise relating thereto, against the Guarantor or any Non-Recourse Party, except for claims solely against Blackstone Real Estate Services L.L.C. under and to the extent expressly provided in the Confidentiality Agreement, for claims solely against the Guarantor and its assigns under and to the extent expressly provided in this Guaranty and subject to the Cap and the other limitations described herein, for claims solely against the Other Blackstone Investor and its assigns under and to the extent expressly provided in the Other Blackstone Guaranty and subject to the “Cap” (as defined therein) and the other limitations described therein and for claims solely against BCORE Preferred Holdco LLC under and to the extent expressly provided in the Support Agreement. Nothing set forth in this Guaranty shall confer or give or shall be construed to confer or give to any Person other than the Guaranteed Party (including any Person acting in a representative capacity) any rights or remedies against any Person including the Guarantor, except as expressly set forth herein.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties to this Agreement (and their respective successors and assigns) shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, (a) any former, current or future director, officer, agent, Affiliate, manager, advisor, subadvisor, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor successors or permitted assignees), against (b) any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or (c) any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, advisor, subadvisor, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, or in each case, any financing sources of any of the foregoing, but in each case not including the named parties hereto Parties to this Agreement (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”and their respective successors and assigns), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Party against the Associated Personssuch persons and entities, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Lawlaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Personsuch Persons, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, or in connection or contemplation hereof, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation; provided, however, that nothing in this Section 9.12 shall limit any liability of the Parties to this Agreement for breaches of the terms and conditions of this Agreement.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithotherwise, and notwithstanding the fact that any party hereto certain Apollo Parties may be a partnership or partnerships, limited liability companycompanies, corporations or other entities, each party hereto, by its acceptance of the benefits of this Agreement, hereto covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder under this Agreement or under any documents or instruments delivered contemporaneously herewith by any Person pursuant hereto or in respect of any oral representations made or alleged to be made in connection herewith or therewith otherwise shall be had againstagainst any of Apollo’s, any other Apollo Party’s, any Apollo Entity’s or any of the foregoing’s respective Affiliates’ former, current or future director, officer, agent, Affiliate, manager, assignee, incorporatordirect or indirect equity holders, controlling PersonPersons, fiduciarystockholders, representative or employee of any other party (or any of their successor or permitted assignees)directors, against any formerofficers, currentemployees, or future general or limited partneragents, managerAffiliates, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any formermembers, current or future directorfinancing sources, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativemanagers, general or limited partner, stockholder, manager partners or member of any of the foregoing, but in each case not including the named parties hereto assignees (each, but excluding a “Related Party” and collectively, the “Related Parties”), in each case, other than (subject, for the avoidance of doubt, to the named parties hereto, an “Associated Person”)provisions of this Agreement) each party hereto or any of its respective assignees under this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated Personof the Related Parties, as such, for any obligations obligation or liability of the applicable any party hereto or any of its respective assignees under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of by any oral representations made or alleged to be made in connection herewith or therewith, or Person pursuant hereto for any claim (whether in tort, contract or otherwise) based on, in respect of or by reason of such obligations or liabilities or their creation; provided, however, that nothing in this Section 7.16 shall relieve or otherwise limit the liability of any party hereto or any of its respective assignees for any breach or violation of its obligations under such agreements, documents or instruments; and provided, further, that upon a Transfer of the shares of the Common Stock owned by the Apollo Parties which would result in the termination of this Agreement in accordance with Section 7.1, following the date of such Transfer, the Limited Guarantee shall become effective and remain in effect for a period of twenty (20) days following the date of such Transfer (and shall continue in effect during the pendency of any claim made thereunder) and pursuant to which, subject to the terms and conditions contained therein, the Apollo Entities party thereto shall be secondarily responsible to the Company (and no other Person) for any damages directly arising out of or directly resulting from any Transfer that was in violation of, or by reason directly caused a material breach of, the terms of this Agreement. Notwithstanding the foregoing, the Company agrees not to seek to recover, directly or indirectly, any amounts under the Limited Guarantee unless and until the Company has exhausted all available remedies against the Apollo Parties, but may submit a claim under the Limited Guarantee during such obligations or their creationtime solely in order to preserve its rights while it pursues available remedies against the Apollo Parties.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithotherwise, and notwithstanding the fact that any party hereto certain Holders may be a partnership or partnerships, limited liability companycompanies, corporations or other entities, each party hereto, by its acceptance of the benefits of this Agreement, hereto covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder under this Agreement or under any documents or instruments delivered contemporaneously herewith by any Person pursuant hereto or in respect of any oral representations made or alleged to be made in connection herewith or therewith otherwise shall be had againstagainst any of the Sponsor Fund’s, any Co-Invest HoldCo’s, Apollo Group’s (disregarding the Affiliate Exclusion), the ABRY Investors’ or any of the foregoing’s respective Affiliates’ former, current or future director, officer, agent, Affiliate, manager, assignee, incorporatordirect or indirect equity holders, controlling PersonPersons, fiduciarystockholders, representative or employee of any other party (or any of their successor or permitted assignees)directors, against any formerofficers, currentemployees, or future general or limited partneragents, managerAffiliates, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any formermembers, current or future directorfinancing sources, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativemanagers, general or limited partnerpartners or assignees (each, stockholdera “Related Party,” and, manager or member collectively, the “Related Parties”) (it being agreed that the Affiliate Exclusion shall be disregarded for purposes of any all uses of the foregoingterms “Related Party” and “Related Parties” in this Agreement), but in each case not including the named parties hereto other than (eachsubject, but excluding for the avoidance of doubt, to the named parties hereto, an “Associated Person”)provisions of this Agreement) each party hereto or any of its respective assignees under this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated Personof the Related Parties, as such, for any obligations obligation or liability of the applicable any party hereto or any of its respective assignees under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of by any oral representations made or alleged to be made in connection herewith or therewith, or Person pursuant hereto for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations or liabilities or their creation; provided, however, that nothing in this Section 7.15 shall relieve or otherwise limit the liability of any party hereto or any of its respective assignees for any breach or violation of its obligations under such agreements, documents or instruments.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder securityholder or member of any Organogenesis Existing Stockholders or Avista the Investor (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholdersecurityholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated PersonInvestor Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated PersonsInvestor Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Lawlaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonInvestor Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto the Equity Investors or the MSDC Investor may be a partnership or limited liability company, each party hereto, of Parent and each Investor by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons Person other than the named parties hereto Equity Investors or the MSDC Investor shall have any obligation hereunder and that it has no rights with respect to the obligations of recovery hereunder againstthe Equity Investors or the MSDC Investor, respectively, and no recourse hereunder under this Agreement or under any documents or instruments delivered contemporaneously in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporatordirect or indirect equityholders, controlling Personpersons, fiduciarystockholders, representativedirectors, officers, employees, Affiliates, members, managers, general or limited partnerpartners, stockholderagents, manager attorneys or member other representatives of the Equity Investors or the MSDC Investor, or any of their successors or assigns, or any former, current or future direct or indirect equityholders, controlling persons, stockholders, directors, officers, employees, Affiliates, members, managers, general or limited partners, agents, attorneys or other representatives or successors or assignees of any of the foregoing, but in each case not including the named parties hereto foregoing (each, but excluding for the avoidance of doubta “SLP Related Party” or an “MSDC Related Party”, respectively, and collectively, the named parties hereto“SLP Related Parties” or “MSDC Related Parties”, an “Associated Person”respectively), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statuteapplicable law, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated Person, as such, SLP Related Party or MSDC Related Party for any obligations of any Equity Investor or the applicable party MSDC Investor, respectively, or any of its successors or permitted assigns under this Agreement or the transactions contemplated hereby, under any documents or instruments instrument delivered contemporaneously herewith, in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith, therewith or for any claim (whether at law or equity, in tort, contract or otherwise) based on, in respect of, or by reason of, of such obligations or their creation.

No Recourse. Notwithstanding anything This Agreement may only be enforced against, and any actions, suits, proceedings, claims, demands, disputes, cross claims, counterclaims or causes of action (whether in contract or tort or otherwise) that may be expressed based upon, arise out of or implied in relate to this Agreement, the Merger Agreement or any document Other Investment Agreement or instrument delivered contemporaneously herewiththe transactions contemplated hereby or thereby, and notwithstanding or the fact that any party hereto may be a partnership negotiation, execution or limited liability company, each party hereto, by its acceptance of the benefits performance of this Agreement, covenantsthe Merger Agreement or any Other Investment Agreement or the transactions contemplated hereby or thereby, agrees and acknowledges may be made only against the entities that no Persons other than are expressly identified as the named party or parties hereto shall have to such agreement(s). No person who is not a party hereto, including any obligation hereunder and that it has no rights of recovery hereunder againstpast, and no recourse hereunder present or under any documents future direct or instruments delivered contemporaneously herewith indirect equityholder, director, officer, employee, incorporator, member, manager, partner, affiliate, agent, attorney, financing source, assignee or in respect representative of any oral representations made party hereto or alleged to be made in connection herewith its affiliates or therewith shall be had against, of PACW or its affiliates or any former, current or future direct or indirect equityholder, director, officer, employee, incorporator, agent, Affiliateattorney, representative, partner, member, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officeraffiliate, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general assignee or limited partner, stockholder, manager or member representative of any of the foregoing, but in each case not including the named parties hereto foregoing (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated PersonNon-Party Affiliates”), whether by or through attempted piercing of the corporate veil, by or through a claim shall have any liability (whether in contract or in tort, contract in law or otherwise) by in equity, or on behalf based upon any theory that seeks to impose liability of such an entity party against the Associated Persons, by the enforcement of its owners or affiliates) to any assessment other party hereto (or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, its affiliates) for any obligations of the applicable party under or liabilities arising under, in connection with or related to this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason ofof this Agreement or the transactions contemplated hereby, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, and each party hereto irrevocably and unconditionally waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. Notwithstanding the foregoing, nothing in this Section 4.15 shall (or their creationis meant to) limit in any manner the rights and obligations of the Sponsors under the Equity Commitment Letter, the Limited Guarantee, Confidentiality Agreement or PACW NDA, in each case to the extent expressly provided therein.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement letter agreement, or any document or instrument delivered contemporaneously in connection herewith, Parent, by its acceptance of the benefits of this letter agreement, covenants, agrees and acknowledges that (a) no Person (other than Sponsor, Parent and their respective successors and permitted assigns) has any obligation hereunder (whether of an equitable, contractual, tort, statutory or other nature), and (b) notwithstanding the fact that any party hereto Sponsor may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it Parent has no rights right of recovery hereunder against, and no recourse hereunder under this letter agreement or under any documents document or instruments instrument delivered contemporaneously in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be have been made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation, against, and no recourse shall be had against, and no personal liability shall attach to, CSI, the former, current or future direct or indirect equity holders, controlling persons, Affiliates, portfolio companies, directors, officers, employees, agents, advisors, representatives, members, managers, general or limited partners or assignees of CSI, Sponsor, any investment fund or vehicle advised or managed by CSI or Sponsor, or any former, current or future direct or indirect equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, portfolio companies, agent, advisors or representatives of any of the foregoing (each, a “Sponsor Affiliate”), through Sponsor or otherwise, whether by or through attempted piercing the corporate veil, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of Parent or Sponsor against any Sponsor Affiliates, whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise. For the avoidance of doubt, none of Sponsor, Parent, Merger Sub, the Other Sponsors or their respective successors and assigns under the Merger Agreement, this letter agreement, the Other Sponsor Equity Commitment Letters, the Limited Guarantee or the Other Guarantees (as defined in the Limited Guarantee) shall be a Sponsor Affiliate.

No Recourse. Notwithstanding anything that may be expressed or implied in to the contrary herein, (a) this Agreement or any document or instrument delivered contemporaneously herewithmay only be enforced against, and notwithstanding the fact that any party hereto may be a partnership claims or limited liability company, each party hereto, by its acceptance causes of the benefits action for breach of this Agreement, covenants, agrees and acknowledges Agreement may only be made against the entities that no Persons other than the named are expressly identified as parties hereto and no other Person shall have any obligation hereunder and that it has no rights Liability for any Liabilities of recovery hereunder againstthe parties to this Agreement for any claim (whether in tort, and no recourse hereunder contract or under any documents or instruments delivered contemporaneously herewith otherwise) for breach of this Agreement or in respect of any oral representations made or alleged to be made in connection herewith and (b) each party hereto covenants, agrees and acknowledges that no recourse under this Agreement or therewith any documents or instruments delivered by any Person pursuant hereto or otherwise shall be had against, against any of the Seller’s or the Buyer’s Affiliates’ former, current or future director, officer, agent, Affiliate, manager, assignee, incorporatordirect or indirect equity holders, controlling PersonPersons, fiduciarystockholders, representative or employee of any other party (or any of their successor or permitted assignees)directors, against any formerofficers, currentemployees, or future general or limited partneragents, managerAffiliates, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any formermembers, current or future directorfinancing sources, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativemanagers, general or limited partnerpartners or assignees (each a “Related Party”), stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto other than (eachsubject, but excluding for the avoidance of doubt, to the named parties hereto, an “Associated Person”)provisions of this Agreement) each party hereto or any of its respective assignees under this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statuteapplicable law, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated Personof the Related Parties, as such, for any obligations Liability of the applicable any party hereto or any of its respective assignees under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of by any oral representations made or alleged to be made in connection herewith or therewith, or Person pursuant hereto for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations Liabilities or their creation; provided, however, that nothing in this Section 11.15 shall relieve or otherwise limit the liability of any party hereto or any of its respective assignees for any breach or violation of its obligations under such agreements, documents or instruments.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document or instrument delivered contemporaneously herewithTransaction Document, and notwithstanding the fact that any party hereto may be a partnership or corporation, partnership, limited liability company, or otherwise, each party heretoparty, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents Transaction Documents or other instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, against any former, current current, or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder stockholder, or member of any Organogenesis Existing Stockholders or Avista party (or any of their successors or permitted assignees) or any Affiliate thereof thereof, or against any former, current current, or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an a “Associated PersonNon-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract or otherwise) by or on behalf of such party against the Associated PersonsNon-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated herebyby this Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the forgoing, a Non-Party Affiliate shall have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement, including any Transaction Documents, if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are named as parties and then only with respect to the specific obligations set forth herein with respect to such party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Section 10.13.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document or instrument delivered contemporaneously herewithAncillary Agreement, and notwithstanding the fact that any party hereto Party may be a partnership or corporation, partnership, limited liability company, or otherwise, each party heretoParty, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents Ancillary Agreements or other instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, against any former, current current, or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder stockholder, or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof thereof, or against any former, current current, or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonNon-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract or otherwise) by or on behalf of such party Party against the Associated PersonsNon-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated herebyby this Agreement, under any 110 documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the forgoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Section 10.15.

No Recourse. Notwithstanding anything that may be expressed or implied herein (except in this Agreement the case of the immediately succeeding sentence) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party heretoParty, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonNon-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract or otherwise) by or on behalf of such party Party against the Associated PersonsNon-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no . No personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated herebyTransactions, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the forgoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise contemplated hereby if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance hereof, may only be brought against the entities that are named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Section 14.14. Nothing in this Section 14.14 shall in any way limit or qualify the rights and obligations of the Equity Financing Sources for the applicable Equity Financing and the other parties to the Subscription Agreements, as applicable, to each other thereunder or in connection therewith (including the Company’s rights as a third party beneficiary to the Subscription Agreements in accordance with their terms to the extent expressly set forth therein).

No Recourse. Notwithstanding anything that may be expressed (a) No recourse under or implied with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of Providian, the Seller or any VFN Purchaser as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had againstagainst any administrator of any of them or any incorporator, any formeraffiliate, current or future directorstockholder, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholdermember, manager or member director of any of the foregoingthem or of any such administrator, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Personsas such, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, statute or otherwise; it being expressly agreed and acknowledged understood that the agreements of each of Providian, the Seller and the VFN Purchasers contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of any such entity; and that no personal liability whatsoever shall attach to, be imposed on, to or otherwise be incurred by any Associated Personadministrator of Providian, the Seller or any VFN Purchaser or any incorporator, stockholder, affiliate, officer, employee, member, manager or director of Providian, Seller or any VFN Purchaser or of any such administrator, as such, for or any obligations of them, under or by reason of any of the applicable party under obligations, covenants or agreements of Providian, Seller or any VFN Purchaser, contained in this Agreement or the transactions contemplated herebyin any other such instrument, under document or agreement, or which are implied therefrom, and that any documents and all personal liability of every such administrator of such Providian, Seller or instruments delivered contemporaneously herewithVFN Purchaser and each incorporator, in respect stockholder, affiliate, officer, employee, member, manager or director of Providian, Seller or VFN Purchaser or of any oral representations made or alleged to be made in connection herewith or therewithsuch administrator, or any of them, for breaches by Providian, Seller or VFN Purchaser of any claim (whether such obligations, covenants or agreements, which liability may arise either at common law or in tortequity, contract by statute or constitution, or otherwise) based on, in respect is hereby expressly waived as a condition of, or by reason ofand in consideration for, such obligations or their creationthe execution of this Agreement.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or Agreement, any document or instrument delivered contemporaneously in connection herewith, and notwithstanding the fact that or any party hereto may be a partnership other document or limited liability companyagreement, each party hereto, by its acceptance of the benefits of this Agreement, Party covenants, agrees and acknowledges acknowledges, that no Persons person or entity other than the named parties hereto shall Parties have any obligation hereunder liabilities, obligations, or commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that it each Party has no rights right of recovery hereunder under this Agreement, or any claim based on such liabilities, obligations, or commitments against, and that no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith personal liability shall be had againstattach to, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any the former, current, or future general (i) directors, officers, employees, managers, partners, agents, Affiliates, investors, consultants, advisors, or limited partner, manager, stockholder or member beneficial owners of any Organogenesis Existing Stockholders other Party (“Affiliated Persons”), or Avista (ii) directors, officers, employees, managers, partners, agents, Affiliates, investors, consultants, advisors, or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member beneficial owners of any of the foregoingAffiliated Persons (collectively, but in each case not including the named parties hereto (eachParties, but excluding for the avoidance of doubt, the named parties hereto, an each a “Associated PersonNon-Recourse Party”), through a Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party any of the Parties against the Associated Personsany Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable regulation, Law, or otherwise; it being expressly agreed and acknowledged that . Without limiting the foregoing, no personal liability whatsoever shall attach toclaim will be brought or maintained by any Party, be imposed onany of a Party’s Affiliates, or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Party to this Agreement, and no recourse will be incurred brought or granted against any of them, by virtue of, or based upon, any Associated Personalleged misrepresentation or inaccuracy in, as suchor breach or nonperformance of, for any obligations of the applicable party under representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement Agreement, including any Exhibit or the transactions Schedule hereto, any other document contemplated hereby, under or any documents certificate, instrument, opinion, agreement, or instruments other document delivered contemporaneously herewithhereunder. Notwithstanding the foregoing and for the avoidance of doubt, this Section 8.16 shall not be deemed to waive, bar, diminish or otherwise limit, in any manner, any right, power, remedy, claim, request, demand or cause of action (whether at law or equity) that a Party, with respect to itself and any of its Affiliates, may have against any oral representations made person or alleged entity (a) arising out of or relating to be made in connection herewith or therewithan act of intentional fraud, or for (b) with respect to any claim injunction or other equitable remedies available, with respect to a breach of this Agreement (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creationincluding specific performance).

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability companyAgreement, each party hereto, by its acceptance of the benefits of this Agreementprovided herein, covenants, agrees and acknowledges that, notwithstanding that no Persons other than the named parties hereto shall have any obligation hereunder and that it has such party or any of its permitted assigns may be a partnership or limited liability company, no rights of recovery hereunder againstrecovery, and no recourse hereunder or under any documents or instruments delivered contemporaneously in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith, shall be had against any former, current or future direct or indirect equityholders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners, attorneys or other representatives of any party, or any of its successors or assigns, or any former, current or future direct or indirect equityholders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners, attorneys or other representatives or successors or assignees of any of the foregoing (but not including the parties hereto or their respective permitted assigns hereunder, each, an “Investor Related Party” and collectively, the “Investor Related Parties”), through Northshore or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of Northshore against any Investor Related Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable law, or otherwise, it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Investor Related Party for any obligations of such party or any of its successors or permitted assigns under this Agreement or any documents or instrument delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether at law or equity or in tort, contract or otherwise) based on, in respect of, or by reason of, of such obligations or their creation.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability companyAgreement, each party hereto, by its acceptance of the benefits of this Agreement, hereto covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have recourse under this Agreement, any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder Related Document or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith with this Agreement or therewith any Related Document shall be had againstagainst any of the Sellers’, the Purchaser’s, the Acquired Companies’ or any of their respective Affiliates’ former, current or future director, officer, agent, Affiliate, manager, assignee, incorporatordirect or indirect equity holders, controlling Personpersons, fiduciarystockholders, representative directors, officers, employees, agents, members, managers, general or employee of limited partners or assignees (each a “Related Party” and collectively, the “Related Parties”), in each case other than any other party (Seller, the Purchaser, any Acquired Company or any of their successor or respective successors and permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”)assignees under this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated Personof the Related Parties, as such, for any obligations obligation or liability of any Seller, the applicable party Purchaser, any Acquired Company or any of their Affiliates under this Agreement Agreement, any Related Document or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or therewith for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations or liabilities or their creation; provided, however, nothing in this Section 11.12 shall relieve or otherwise limit the liability of any Seller, the Purchaser, any Acquired Company or any Affiliate, as such, for any breach or violation of its obligations under such agreements, documents or instruments.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party heretoParty, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder under this Agreement. Each Party further acknowledges and agrees that it has shall have no rights of recovery hereunder against, and no or recourse hereunder either under this Agreement or under any documents documents, agreements, or instruments delivered contemporaneously herewith with this Agreement or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had againsttherewith, any against any: (i) former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative Representative or employee of any other party Party (or any of their successor successors or permitted assignees): (ii) former, current, or future general or limited partner, manager, stockholder or member of any Party (or any of their successors or permitted assignees), against ; (iii) any Affiliate of any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees); or (iv) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativeRepresentative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for . For the avoidance of doubtdoubt the foregoing limitation shall not apply to the Parties but extends only to those entities and Persons set forth in clauses (i)-(iv) of the preceding sentence (each such Person or entity included in those clauses, the named parties hereto, an a “Associated PersonNon-Party Affiliate”), . The prohibition set forth in this Section 5.8 shall apply without regard to whether the claim or action asserted against the Non-Party Affiliate is asserted: (a) by or through attempted piercing of an attempt to pxxxxx the corporate veil, ; (b) by or through a claim (whether in tort, contract Contract or otherwise) by or on behalf of such party Person against the Associated Persons, Non-Party Affiliates; (c) by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable Law, ; or otherwise; it being (d) under any other theory or claim available under law or equity. Each Party expressly agreed agrees and acknowledged acknowledges that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for for: (w) any obligations of the applicable party Party under this Agreement or the transactions contemplated hereby, by this Agreement; (x) under any documents or instruments delivered contemporaneously herewith, with this Agreement; or (y) in respect of any oral representations made or alleged to be made in connection herewith or therewith, ; or (z) for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations in this Agreement, this Agreement may only be enforced against the entities that are expressly named as Parties and then only with respect to the specific obligations set forth in this Agreement with respect to such Party. In addition, no 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 be brought against any person or entity who is not a Party except as expressly authorized by the Agreement or under any documents, agreements, or instruments delivered contemporaneously with this Agreement. Each Non-Party Affiliate is expressly intended as a third-party beneficiary of this Section 5.8.

No Recourse. Notwithstanding anything Each Party agrees that may be expressed or implied in (a) this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may only be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect claims of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim nature whatsoever (whether in tort, contract or otherwise) by arising under or on behalf of such party against relating to this Agreement, the Associated Persons, by the enforcement of any assessment negotiation hereof or by any legal or equitable proceedingits subject matter, or by virtue of the transactions contemplated hereby shall be asserted against any statuteCompany Non-Party Affiliate or any Acquiror Non-Party Affiliate, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations (b) none of the applicable party under Company Non-Party Affiliates or the Acquiror Non-Party Affiliates shall have any liability arising out of or relating to this Agreement Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in including with respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, for breach of this Agreement or in respect ofof any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or by reason offor any actual or alleged inaccuracies, such obligations misstatements or their creationomissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby. For the purpose of this Section 10, (i) “Acquiror Non-Party Affiliate” means (A) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of either Acquiror or Sponsors and (B) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons referred to in the immediately preceding clause (i)(A) (other than, for the avoidance of doubt, Acquiror) and (ii) “Company Non-Party Affiliate” means (A) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of the Company or any of its Subsidiaries (other than, for the avoidance of doubt, the Company or any of its Subsidiaries) or any family member of the foregoing Persons and (B) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons in the immediately preceding clause (ii)(A) (other than, for the avoidance of doubt, the Company or any of its Subsidiaries).

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it no Party has no any rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonNon-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract, equity or otherwise) by or on behalf of such party Party against the Associated PersonsNon-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or any agreements, certificates, instruments and documents delivered pursuant hereto or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract Contract, equity or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise set forth herein, and subject in all cases to the terms, conditions and limitations set forth 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 named as Parties hereto and then only with respect to the obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Section 6.11.

No Recourse. Notwithstanding anything that (a) This Agreement may only be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithenforced against, and notwithstanding the fact that any party hereto may be a partnership claim or limited liability company, each party hereto, by its acceptance litigation arising out of the benefits of or related to this Agreement, covenantsthe negotiation, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights execution or performance of recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under may only be brought against the named parties to this Agreement or joining as a party hereto pursuant to Section 12.19 (and their successors and permitted assigns) and then only with respect to the specific obligations set forth herein of the named parties to this Agreement and subject to the terms, conditions and limitations hereof. Except as expressly set forth herein, no past, present or future direct or indirect stockholder, equityholder, controlling Person, director, officer, employee, incorporator, member, manager, partner, Affiliate, agent, attorney or representative of the Company, on the one hand, or Parent and Merger Sub, on the other hand or their Subsidiaries or any documents of their respective Affiliates, or instruments delivered contemporaneously herewiththe heirs, in respect executors, administrators, estates, successors and assigns of any oral representations made of the foregoing (collectively, the “Non-Recourse Persons”), will have or alleged be subject to be made in connection herewith any liability or therewith, or for any claim obligation whatsoever (whether at law or in equity, whether in contract, in tort, contract in statute or otherwise) based onto Parent or Merger Sub, in on the one hand, or the Company on the other hand or any other Person arising out of or related to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, including with respect to the distribution to Parent or Merger Sub, or Parent’s or Merger Sub’s, on the one hand, or the Company or the Company’s on the other hand, use of, or by reason reliance on, any information, documents, projections, forecasts or other material made available such parties in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in connection with, the transactions contemplated by this Agreement; and each party hereto hereby irrevocably waives and releases any liabilities and obligations against any such obligations or their creationPersons.

No Recourse. Notwithstanding anything that This Agreement may only be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithenforced against, and notwithstanding any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the fact that any party hereto may be a partnership negotiation, execution or limited liability company, each party hereto, by its acceptance of the benefits performance of this Agreement, covenants, agrees and acknowledges may only be brought against the Persons that no Persons other than the are expressly named as parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder againstthen only with respect to the specific obligations set forth herein with respect to such party. No past, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, incorporator, manager, member, partner, stockholder, Stockholder Representative, Affiliate, manageragent, assignee, incorporator, controlling Person, fiduciary, attorney or other representative or employee of any other party (Party hereto or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (Affiliate of any Party hereto, or any of their successors or permitted assignees) or assigns, shall have any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations or liabilities of the applicable any party hereto under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tortclaim, contract action, suit or otherwise) other legal proceeding based on, in respect of, of or by reason ofof the transactions contemplated hereby. Notwithstanding anything herein to the contrary, such obligations each of the Sellers and the Company hereby agrees on its own behalf and on behalf of its Affiliates, directors, officers, employees, agents and representatives that none of the Financing Sources shall have any liability or obligation to any Seller, the Company or their creationrespective Affiliates, directors, officers, employees, agents and representatives relating to this Agreement or any transactions contemplated by this Agreement (including the Financing, the Commitment Letter or the Financing Agreement), whether at law or equity, in contract, in tort or otherwise and each such person agrees not to commence (and, if commenced, agrees to dismiss or otherwise terminate) any legal proceeding against any Financing Source in connection with this Agreement, the Transaction (including in respect of the Financing, the Commitment Letter or the Financing Agreement and the performance thereof). Nothing in this Section 14.13 will in any way limit or qualify the obligations and Liabilities of the parties to the Commitment Letter to each other or in connection therewith.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Each Guarantor shall have any obligation hereunder and that it has no rights of recovery hereunder againstobligations under or in connection with this Limited Guarantee except as expressly provided by this Limited Guarantee. No liability shall attach to, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had againstby the Guaranteed Party, any former, current of its Affiliates or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative any Person purporting to claim by or employee through any of them or for the benefit of any of them, under any theory of liability (including, without limitation, by attempting to pixxxx x corporate or other veil or by attempting to compel any party (to enforce any actual or any of their successor or permitted assignees), purported right that they may have against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assigneesPerson) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporatorequity holders, controlling Person, fiduciarydirectors, representativeofficers, employees, agents, general or limited partnerpartners, stockholdermanagers, manager members or member Affiliates of any Guarantor, Merger Sub or Parent, or any former, current or future equity holders, controlling Persons, directors, officers, employees, agents, general or limited partners, managers, members or Affiliates of any of the foregoing, but excluding however the Guarantors, the Sponsors, Forebright New Opportunities Fund, L.P. (the “Fund”), Rollover Shareholders, Parent and Merger Sub and their respective successors and assigns (each a “Non-Recourse Party” and collectively the “Non-Recourse Parties”) in any way under or in connection with this Limited Guarantee, the Merger Agreement, any other agreement or instrument executed or delivered in connection with this Limited Guarantee or the Merger Agreement or the transactions contemplated hereby or thereby, except for claims (i) against the Guarantors and their respective successors and assigns under this Limited Guarantee and the Equity Commitment letters, in each case not including pursuant to the named parties hereto terms thereof, (eachii) against the Fund pursuant to the guarantee delivered by it under the Commitment Letters, but excluding (iii) against the Parent and Rollover Shareholders under the Rollover Agreement and Voting Agreement, and (iv) for the avoidance of doubt, against Parent and Merger Sub and their respective successors and assigns under the named parties heretoMerger Agreement pursuant to the terms thereof ((i), an (ii), (iii) and (iv) together, the “Associated PersonRetained Claims”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

No Recourse. Notwithstanding anything Each Party agrees that may be expressed or implied in (a) this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may only be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect claims of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim nature whatsoever (whether in tort, contract or otherwise) by arising under or on behalf of such party against relating to this Agreement, the Associated Persons, by the enforcement of any assessment negotiation hereof or by any legal or equitable proceedingits subject matter, or by virtue of the transactions contemplated hereby shall be asserted against any statuteCompany Non-Party Affiliate or any Acquiror Non-Party Affiliate, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations (b) none of the applicable party under Company Non-Party Affiliates or the Acquiror Non-Party Affiliates shall have any liability arising out of or relating to this Agreement Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in including with respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, for breach of this Agreement or in respect ofof any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or by reason offor any actual or alleged inaccuracies, such obligations misstatements or their creationomissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby. For the purpose of this Section 7, (i) “Acquiror Non-Party Affiliate” means (A) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of either Acquiror or Sponsor and (B) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons referred to in the immediately preceding clause (i)(A) (other than, for the avoidance of doubt, Acquiror) and (ii) “Company Non-Party Affiliate” means (A) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of the Company or any of its Subsidiaries (other than, for the avoidance of doubt, the Company or any of its Subsidiaries) or any family member of the foregoing Persons and (B) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons in the immediately preceding clause (ii)(A) (other than, for the avoidance of doubt, the Company or any of its Subsidiaries).

No Recourse. Notwithstanding anything that may be expressed or implied in this LLC Agreement (except in the case of the immediately succeeding sentence) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, Party covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubtParties, the named parties hereto, an a “Associated PersonNon-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Party against the Associated PersonsNon-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingAction, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations of the applicable party Party under this LLC Agreement or the transactions contemplated herebyby this LLC Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements or instruments delivered contemporaneously herewith or otherwise required by this LLC Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this LLC 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 LLC Agreement, or the negotiation, execution or performance of this LLC Agreement, may only be brought against the Persons that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is expressly intended as a third party beneficiary of this Section 12.15.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that with respect to the obligations of any Member, no Persons persons or entities other than the named parties hereto such Member shall have any obligation hereunder therefor and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Personperson or entity, fiduciary, representative or employee of any other party such Member (or any of their successor its successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista such Member (or any of their its successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Personperson or entity, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto any Member (each, but excluding for the avoidance of doubt, the named parties hereto, an a “Associated PersonNon-Recourse Party”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated PersonsNon-Recourse Parties, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Recourse Party, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement letter agreement, or any document or instrument delivered contemporaneously in connection herewith, Parent, by its acceptance of the benefits of this letter agreement, covenants, agrees and acknowledges that (a) no Person (other than Sponsor, Parent and their respective successors and permitted assigns) has any obligation hereunder (whether of an equitable, contractual, tort, statutory or other nature), and (b) notwithstanding the fact that any party hereto Sponsor may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it Parent has no rights right of recovery hereunder against, and no recourse hereunder under this letter agreement or under any documents document or instruments instrument delivered contemporaneously in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be have been made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation, against, and no recourse shall be had against, and no personal liability shall attach to, CPE, the former, current or future direct or indirect equity holders, controlling persons, Affiliates, portfolio companies, directors, officers, employees, agents, advisors, representatives, members, managers, general or limited partners or assignees of CPE, Sponsor, any investment fund or vehicle advised or managed by CPE or Sponsor, or any former, current or future direct or indirect equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, portfolio companies, agent, advisors or representatives of any of the foregoing (each, a “Sponsor Affiliate”), through Sponsor or otherwise, whether by or through attempted piercing the corporate veil, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of Parent or Sponsor against any Sponsor Affiliates, whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise. For the avoidance of doubt, none of Sponsor, Parent, Merger Sub, the Other Sponsors or their respective successors and assigns under the Merger Agreement, this letter agreement, the Other Sponsor Equity Commitment Letters, the Limited Guarantee or the Other Guarantees (as defined in the Limited Guarantee) shall be a Sponsor Affiliate.

No Recourse. Notwithstanding anything that may be expressed All Proceedings, obligations, Losses or implied causes of action (whether in this Agreement or any document or instrument delivered contemporaneously herewithcontract, and notwithstanding the fact that any party hereto may be a partnership or limited liability companyin tort, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith in law or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, currentequity, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), granted by statute whether by or through attempted piercing of the corporate corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or through relate in any manner to (i) this Agreement, (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 sale of the Purchased Shares or any other transaction contemplated by this Agreement to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to that contrary, each party hereto covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any of the Seller’s, the Buyers’ or any of their respective Affiliates’ former, current or future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, members, managers, general or limited partners or assignees (each a claim (“Related Party” and collectively, the “Related Parties”), in each case other than the Seller, the Buyers or any of their respective successors and permitted assignees under this Agreement, whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated Personof the Related Parties, as such, for any obligations obligation or liability of the applicable party Seller, the Buyers or any of their respective Affiliates under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or therewith for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations or liabilities or their creation; provided, however, nothing in this Section 8.12 shall relieve or otherwise limit the liability of the Seller, the Buyers or any Affiliate, as such, for any breach or violation of its obligations under such agreements, documents or instruments.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a corporation, company, partnership, exempted limited partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonNon-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract or otherwise) by or on behalf of such party Party against the Associated PersonsNon-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated herebyby this Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.. Notwithstanding the forgoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Section 12.14. [Signature Pages Follow]

No Recourse. Notwithstanding anything Each Party agrees that may be expressed or implied in (a) this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may only be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect claims of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim nature whatsoever (whether in tort, contract or otherwise) by arising under or on behalf of such party against relating to this Agreement, the Associated Persons, by the enforcement of any assessment negotiation hereof or by any legal or equitable proceedingits subject matter, or by virtue of the transactions contemplated hereby shall be asserted against any statuteCompany Non-Party Affiliate or any Acquiror Non-Party Affiliate, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations (b) none of the applicable party under Company Non-Party Affiliates or the Acquiror Non-Party Affiliates shall have any liability arising out of or relating to this Agreement Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in including with respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, for breach of this Agreement or in respect ofof any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or by reason offor any actual or alleged inaccuracies, such obligations misstatements or their creationomissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby. For the purpose of this Section 9, (i) “Acquiror Non-Party Affiliate” means (A) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of either Acquiror or Sponsor and (B) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons referred to in the immediately preceding clause (i)(A) (other than, for the avoidance of doubt, Acquiror) and (ii) “Company Non-Party Affiliate” means (A) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of the Company or any of its Subsidiaries (other than, for the avoidance of doubt, the Company or any of its Subsidiaries) or any family member of the foregoing Persons and (B) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons in the immediately preceding clause (ii)(A) (other than, for the avoidance of doubt, the Company or any of its Subsidiaries).

No Recourse. Notwithstanding anything that may be expressed or implied in this LLC Agreement (except in the case of the immediately succeeding sentence) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this LLC Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonNon-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Party against the Associated PersonsNon-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingAction, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations of the applicable party Party under this LLC Agreement or the transactions contemplated herebyby this LLC Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.. Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements or instruments delivered contemporaneously herewith or otherwise required by this LLC Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this LLC 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 LLC Agreement, or the negotiation, execution or performance of this LLC Agreement, may only be brought against the Persons that are expressly named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is expressly intended as a third party beneficiary of this Section 12.15. [Signatures on Next Page] DocuSign Envelope ID: 5640C9D2-905E-4516-8835-44793B1794C8

No Recourse. (a) . Notwithstanding anything that may be expressed or implied in this Agreement Agreement, the Related Agreements or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder hereunder, under any Related Agreements or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, attorney, financing source, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor or permitted assignees), against any former, current, or future direct or indirect equity holder, general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, attorney, financing source, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties hereto, an a “Associated PersonParty Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated PersonsParty Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonParty Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any Related Agreement or under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, 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. Each Party Affiliate is expressly intended as a third-party beneficiary of this Section 14.10. Notwithstanding any provision of this Agreement or otherwise, the parties to this Agreement agree on their own behalf and on behalf of their respective subsidiaries and Affiliates that no Debt Financing Related Party shall have any liability relating to this Agreement or any of the transactions contemplated hereby except to the extent expressly agreed to in writing by such Debt Financing Related Party.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it no Party has no any rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, against any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonNon-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract, equity or otherwise) by or on behalf of such party Party against the Associated PersonsNon-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or any agreements, certificates, instruments and documents delivered pursuant hereto or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract Contract, equity or otherwise) based on, in respect of, of or by reason of, of such obligations or their creation. Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements or instruments delivered contemporaneously herewith or otherwise required by this Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise set forth herein, and subject in all cases to the terms, conditions and limitations set forth 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 named as Parties hereto and then only with respect to the obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Section 5.11.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a corporation, company, partnership, exempted limited partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonNon-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract or otherwise) by or on behalf of such party Party against the Associated PersonsNon-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated herebyby this Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the forgoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Section 11.14.

No Recourse. Notwithstanding anything that may be expressed or implied in this LLC Agreement (except in the case of the immediately succeeding sentence and Section 7.6) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this LLC Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, general partner, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonNon-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Party against the Associated PersonsNon-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingAction, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations of the applicable party Party under this LLC Agreement or the transactions contemplated herebyby this LLC Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.. Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements or instruments delivered contemporaneously herewith or otherwise required by this LLC Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this LLC 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 LLC Agreement, or the negotiation, execution or performance of this LLC Agreement, may only be brought against the Persons that are expressly named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is expressly intended as a third party beneficiary of this Section 12.15. (Signatures on Next Page)

No Recourse. Notwithstanding anything that may be expressed All Proceedings, obligations, Losses or implied causes of action (whether in this Agreement or any document or instrument delivered contemporaneously herewithContract, and notwithstanding the fact that any party hereto may be a partnership or limited liability companyin tort, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith in Law or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, currentequity, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), granted by statute whether by or through attempted piercing of the corporate corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or through relate in any manner to (i) this Agreement, (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 sale of the Purchased Equity or any other transaction contemplated by this Agreement to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to that contrary, each party hereto covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any of the Seller’s, the Buyer’s or any of their respective Affiliates’ former, current or future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, members, managers, general or limited partners or assignees (each a claim (“Related Party” and collectively, the “Related Parties”), in each case other than the Seller, the Buyer or any of their respective successors and permitted assignees under this Agreement, whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated Personof the Related Parties, as such, for any obligations obligation or liability of the applicable party Seller, the Buyer or any of their respective Affiliates under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or therewith for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations or liabilities or their creation; provided, however, nothing in this Section 8.12 shall relieve or otherwise limit the liability of the Seller, the Buyer or any Affiliate, as such, for any breach or violation of its obligations under such agreements, documents or instruments, except that the parties agree that in no event shall the Seller or the Buyer (or such Affiliate) be liable to the other party hereunder for special or punitive damages (except to the extent payable by such other party to an unaffiliated third party as a result of a third party claim).

No Recourse. Notwithstanding anything that may be expressed express or implied in this Agreement or any other document or instrument delivered contemporaneously herewithcontemplated hereby, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, by each party hereto, by its Party’s acceptance of the benefits of this Agreement, covenants, agrees each Party hereby acknowledge and acknowledges that no Persons agrees: (a) Buyer’s and the Buyer Indemnitees’ sole recourse for any and all Damages or Liabilities arising out of or relating to any matter indemnifiable under the this Agreement or any other than document or instrument contemplated hereby will be solely to Seller (solely to the named parties hereto shall limited extent provided in this Agreement) and none of Buyer or any other Buyer Indemnitee will have any obligation hereunder recourse to Seller’s Affiliates and that it has (b) Seller’s and the Seller Indemnitees’ sole recourse for any and all Damages or Liabilities arising out of or relating to any matter indemnifiable under this Agreement or any other document or instrument contemplated hereby will be solely to Buyer (solely to the limited extent provided in this Agreement) and Seller will not have any recourse to Buyer’s Affiliates. Without limiting the foregoing, no rights of recovery hereunder againstPerson who is not a Party, and no recourse hereunder or under including any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had againstpast, any former, current present or future direct or indirect director, officer, agentemployee, incorporator, member, manager, partner, equityholder, Affiliate, manager, assignee, incorporator, controlling Person, equityholder, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general attorney or limited partner, stockholder, manager or member other representative of any of the foregoingParty (such Persons, but in each case not including the named parties hereto (eachcollectively, but excluding for the avoidance of doubt, the named parties hereto, an “Associated PersonNon-Party Affiliates”), will have any Liability (whether by in Contract or in tort or otherwise, or based upon any theory that seeks to impose Liability of a party against its owners or Affiliates, including through attempted piercing of the corporate veil) for any obligations, by Liabilities or through a Damages arising under, in connection with or related to this Agreement or any other document or instrument contemplated hereby or for any claim (whether based on, in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceedingrespect of, or by virtue reason of such documents and instruments or their negotiation or execution, and each Party hereby waives and releases all such Liabilities, Damages, claims and obligations against any statute, regulation or other applicable Law, or otherwisesuch Non-Party Affiliates; it being expressly agreed and acknowledged by the Parties that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations obligation, Damage or Liability of the applicable party Party under this Agreement or the transactions any other document or instrument contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, or by reason of, of such obligations Damage or their Liability or its creation. Non-Party Affiliates are express intended third-party beneficiaries of this Section 9.15.

No Recourse. Notwithstanding anything that may be expressed or implied herein (except in this Agreement the case of the immediately succeeding sentence) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonNon-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract or otherwise) by or on behalf of such party Party against the Associated PersonsNon-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the forgoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise contemplated hereby if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance hereof, may only be brought against the entities that are named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Section 11.9.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a corporation, partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonNon-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract or otherwise) by or on behalf of such party Party against the Associated PersonsNon-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated herebyby this Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the forgoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Section 11.15. Notwithstanding any provision of this Agreement to the contrary, in no event shall Sellers, the RSI Companies or any of their respective Affiliates or representatives (a) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Equity Financing Source in connection with this Agreement or (b) seek to enforce the commitments against, make any claims for breach of any Subscription Agreement against, or seek to recover monetary damages from, or otherwise xxx, any Equity Financing Source for the Permitted Equity Financing in connection with (i) this Agreement or (ii) the obligations of the Equity Financing Sources for the Permitted Equity Financing under the applicable Subscription Agreement. Nothing in this Section 11.15 shall in any way limit or qualify the rights and obligations of the Equity Financing Sources for the applicable Permitted Equity Financing, the Buyer and the other parties to the Subscription Agreement to each other thereunder or in connection therewith.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, other than for Actual Fraud, each party acknowledges and agrees, on behalf of itself and its Related Parties, that no recourse under this Agreement or any document or instrument certificates delivered contemporaneously herewithin connection with this Agreement shall be had, and notwithstanding the fact that waives any rights or claims it or any of its Related Parties may have, against any Person not a party hereto may be a partnership or limited liability companythereto, each party heretoincluding any past, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current present or future director, officer, agent, Affiliatepartner, manager, assigneemember, incorporatordirect or indirect equityholder, controlling Personadvisor, fiduciary, representative agent or employee of any other party (past, present or future member of Purchaser or Seller, any Affiliate of Purchaser, Seller, any Seller Group Member or assignee thereof, or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”)Lender Related Parties, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated Personpast, present or future director, officer, partner, manager, member, direct or indirect equityholder, advisor, agent or employee of any past, present or future member of Purchaser, any Affiliate of Purchaser, Seller, any Seller Group Member or assignee thereof, as such, or any Lender Related Party, for any obligations of the applicable party obligation under this Agreement or the transactions contemplated hereby, under any documents or instruments certificate delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or with this Agreement for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations or their creation; provided, however, that, notwithstanding the foregoing, nothing in this Section 9.14 shall in any way limit or modify the rights and obligations of (a) any Lender Related Party or other party to the Debt Commitment Letter or the Debt Financing (or the definitive documents entered into pursuant thereto) to each other thereunder or in connection therewith, (b) the Purchaser Related Parties under the R&W Insurance Policy, or (c) Purchaser or the Group Companies for any claims against any directors, managers or officers of the Group Companies unrelated to the Transaction Agreements or the Transactions, in their capacity as such persons. In no event shall the Group Companies, Seller, any Seller Group Member or any other Person (except Purchaser or its Affiliates) be entitled to, or permitted to seek, an injunction, specific performance or other equitable remedy in respect of any Debt Financing Source in connection with the Debt Financing, nor shall there be any right of any such Person (except Purchaser or its Affiliates), or any obligation of Purchaser or its Affiliates, to enforce specifically any of its or their respective rights under the Debt Commitment Letter or any other agreements relating to the Debt Financing.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, each Party covenants, agrees and acknowledges that (a) no Persons Person other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and (b) no recourse hereunder under this Agreement or under any documents or instruments delivered contemporaneously in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporatordirect or indirect equityholders, controlling PersonPersons, fiduciarystockholders, representativedirectors, officers, employees, Affiliates, members, managers, general or limited partnerpartners, stockholderagents, manager attorneys or member other representatives of such Party, or any of its successors or assigns, or any former, current or future direct or indirect equityholders, controlling Persons, stockholders, directors, officers, employees, Affiliates, members, managers, general or limited partners, agents, attorneys or other representatives or successors or assignees of any of the foregoing, but in each case not including the named parties hereto foregoing (each, but excluding for the avoidance of doubta “Related Party” and, collectively, the named parties hereto, an “Associated PersonRelated Parties”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated Person, as such, Related Party for any obligations of the applicable party CPPIB Entities or Holdings, as the case may be, or any of its successors or permitted assigns under this Agreement or the transactions contemplated hereby, under any documents or instruments instrument delivered contemporaneously herewith, in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith, therewith or for any claim (whether at law or equity, in tort, contract or otherwise) based on, in respect of, or by reason of, of such obligations or their creation, in each case except to the extent of any liability or obligation of a Person pursuant to the terms of a Transaction Document to which it is a party.

No Recourse. Notwithstanding anything that may be expressed or implied in this Except for claims pursuant to the Merger Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Ancillary Agreement (other than this Agreement) by any party hereto may be a partnership or limited liability companyparty(ies) thereto against any other party(ies) thereto, each party heretoParty agrees that, by its acceptance of the benefits of (a) this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect claims of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim nature whatsoever (whether in tort, contract or otherwise) by arising under or on behalf of such party against relating to this Agreement, the Associated Persons, by the enforcement of any assessment negotiation hereof or by any legal or equitable proceedingits subject matter, or by virtue of the transactions contemplated hereby shall be asserted against any statuteCompany Non-Party Affiliate or any Parent Non-Party Affiliate (other than the Class B Holders named as Parties, regulation or other applicable Lawon the terms and subject to the conditions set forth herein), or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations (b) none of the applicable party under Company Non-Party Affiliates or the Parent Non-Party Affiliates (other than the Class B Holders named as Parties, on the terms and subject to the conditions set forth herein) shall have any liability arising out of or relating to this Agreement Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in including with respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, for breach of this Agreement or in respect ofof any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or by reason offor any actual or alleged inaccuracies, such obligations misstatements or their creationomissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby. For the purpose of this Section 8, (x) “Parent Non-Party Affiliate” means (i) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of Parent, Sponsor or any of the Anchor Investors (other than, for the avoidance of doubt, Parent, Sponsor or any of the Anchor Investors) and (ii) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons in clause (i) (other than, for the avoidance of doubt, Parent, Sponsor or any of the Anchor Investors) or any family member of the foregoing Persons and (y) “Company Non-Party Affiliate” means (i) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of the Company or any of its Subsidiaries (other than, for the avoidance of doubt, the Company or any of its Subsidiaries) or any family member of the foregoing Persons and (ii) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons in clause (i) (other than, for the avoidance of doubt, the Company or any of its Subsidiaries).

No Recourse. Notwithstanding anything Each Party agrees that may be expressed or implied in (a) this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may only be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect claims of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim nature whatsoever (whether in tort, contract or otherwise) by arising under or on behalf of such party against relating to this Agreement, the Associated Persons, by the enforcement of any assessment negotiation hereof or by any legal or equitable proceedingits subject matter, or by virtue of the transactions contemplated hereby shall be asserted against any statuteCompany Non-Party Affiliate or any Acquiror Non-Party Affiliate, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations (b) none of the applicable party under Company Non-Party Affiliates or the Acquiror Non-Party Affiliates shall have any liability arising out of or relating to this Agreement Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in including with respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, for breach of this Agreement or in respect ofof any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or by reason offor any actual or alleged inaccuracies, such obligations misstatements or their creationomissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby. For the purpose of this Section 10, (i) “Acquiror Non-Party Affiliate” means (A) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of either Acquiror or Sponsor and (B) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons referred to in the immediately preceding clause (i)(A) (other than, for the avoidance of doubt, Acquiror) and (ii) “Company Non-Party Affiliate” means (A) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of the Company or any of its Subsidiaries (other than, for the avoidance of doubt, the Company or any of its Subsidiaries) or any family member of the foregoing Persons and (B) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons in the immediately preceding clause (ii)(A) (other than, for the avoidance of doubt, the Company or any of its Subsidiaries).

No Recourse. Notwithstanding anything that may be expressed or implied in this LLC Agreement (except in the case of the immediately succeeding sentence) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this LLC Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonNon-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Party against the Associated PersonsNon-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingAction, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations of the applicable party Party under this LLC Agreement or the transactions contemplated herebyby this LLC Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.. Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements or instruments delivered contemporaneously herewith or otherwise required by this LLC Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this LLC 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 LLC Agreement, or the negotiation, execution or performance of this LLC Agreement, may only be brought against the Persons that are expressly named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is expressly intended as a third party beneficiary of this Section 12.15. [Signatures on Next Page]

No Recourse. Notwithstanding Except as may be set forth in a separate agreement between a Party hereto and any Non-Liable Person (including in the Principal Investor Side Letters and the Limited Guaranties, if any), notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties Parties hereto shall have any obligation hereunder and that it has no rights of or recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor or permitted assignees)heirs, against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof assigns), or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoingforegoing Persons, but in each case not including the named parties Parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an a “Associated Non-Liable Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Party against the Associated Personsany Non-Liable Person, by the enforcement of any assessment assignment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, Applicable Law or otherwise; it being expressly agreed and acknowledged that that, except as may be set forth in a separate agreement between a Party hereto and any Non-Liable Person (including in the Principal Investor Side Letters and the Limited Guaranties, if any), no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated Non-Liable Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be have been made in connection herewith or therewith, therewith or for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, such obligations or their creation.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a corporation, partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, 119 representative or employee of any other party Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonNon-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract Contract or otherwise) by or on behalf of such party Party against the Associated PersonsNon-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonNon-Party Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated herebyby this Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract Contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the forgoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Section 11.15. Notwithstanding any provision of this Agreement to the contrary, in no event shall Sellers, the RSI Companies or any of their respective Affiliates or representatives (a) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Equity Financing Source in connection with this Agreement or (b) seek to enforce the commitments against, make any claims for breach of any Subscription Agreement against, or seek to recover monetary damages from, or otherwise xxx, any Equity Financing Source for the Permitted Equity Financing in connection with (i) this Agreement or (ii) the obligations of the Equity Financing Sources for the Permitted Equity Financing under the applicable Subscription Agreement. Nothing in this Section 11.15 shall in any way limit or qualify the rights and obligations of the Equity Financing Sources for the applicable Permitted Equity Financing, the Buyer and the other parties to the Subscription Agreement to each other thereunder or in connection therewith.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement letter agreement, or in any document or instrument delivered contemporaneously in connection herewith, but subject to the last sentence of this Section 12, by its acceptance of the benefits of this letter agreement, each of Buyer and the Company (on its own behalf and on behalf of each of its controlled Affiliates and its and their directors, officers and employees (each, a “Company Affiliate”)) covenants, agrees and acknowledges that no Person (other than the Committing Party in the case of this letter agreement) has any obligation hereunder or under the Asset Purchase Agreement or any document contemplated thereby or in connection with the transactions contemplated hereby or thereby, and that, notwithstanding that the fact that any party hereto Committing Party may be a partnership or limited liability company, each party heretono Person, by its acceptance of including Buyer or the benefits of this AgreementCompany, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have has any obligation hereunder and that it has no rights right of recovery hereunder against, and no recourse hereunder under this letter agreement, the Asset Purchase Agreement or under any documents document or instruments instrument delivered contemporaneously in connection herewith or therewith or any of the transactions contemplated hereby or thereby or in respect of any oral representations made or alleged to be made in connection herewith or therewith therewith, shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporatordirect or indirect equity holders, controlling PersonPersons, fiduciarydirectors, representative or employee of any other party (or any of their successor or permitted assignees)officers, against any formeremployees, currentagents, or future Affiliates, members, managers, general or limited partnerpartners, managerrepresentatives, stockholder successors or member assignees of any Organogenesis Existing Stockholders Committing Party or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future direct or indirect equity holder, controlling Person, director, officer, employee, agent, employee, Affiliate, member, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholderrepresentative, manager successor or member assignee of any of the foregoing, but in each case not including the named parties hereto foregoing (each, but excluding for other than the avoidance of doubtCommitting Party, the named parties hereto, an a “Associated PersonCommitting Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment judgment, fine or penalty, or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Lawlaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonCommitting Party Affiliate, as such, for any obligations obligation of the applicable party any Committing Party under this letter agreement or the Asset Purchase Agreement or the transactions contemplated herebyhereby or thereby, under any documents or instruments delivered contemporaneously herewithin connection herewith or therewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations obligations; provided that nothing in the foregoing, or their creationany other provision of this letter agreement shall in any way limit, impair or preclude the Guaranteed Party’s rights and remedies with respect to Actions expressly permitted (i) against Buyer and its Subsidiaries pursuant to the Asset Purchase Agreement, (ii) against Parent, Asset Buyer and Merger Sub pursuant to the Merger Agreement, (iii) against the Committing Party and the Buyer pursuant to this letter agreement, (iv) against the Limited Guarantor pursuant to the Limited Guarantee and (v) against the limited partners of the Limited Guarantor and the limited partners of any feeder funds of the Limited Guarantor (and the Limited Guarantor, any such feeder fund and the general partner of the Limited Guarantor) pursuant to the Governing Agreements (as defined in the Draw-Down Rights Assignment Agreement) and the Draw-Down Rights Assignment Agreement (clauses (i) through (v), the “Retained Claims”).

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement Limited Guaranty, or in any document or instrument delivered contemporaneously in connection herewith, and notwithstanding but subject to the fact that any party hereto may be a partnership or limited liability company, each party heretolast sentence of this Section 9, by its acceptance of the benefits of this AgreementLimited Guaranty, the Guaranteed Party (on its own behalf and on behalf of each of its controlled Affiliates and its and their directors, officers and employees (each, a “Guaranteed Related Party”) covenants, agrees and acknowledges that no Persons Person (other than the named parties hereto shall have Limited Guarantor under this Limited Guaranty) has any obligation hereunder or under the Asset Purchase Agreement or any documents contemplated thereby or in connection with the transactions contemplated hereby or thereby, and that it no Person, including the Guaranteed Party or any Guaranteed Related Party, has no rights any right of recovery hereunder against, and no recourse hereunder under this Limited Guaranty, the Asset Purchase Agreement or under any documents document or instruments instrument delivered contemporaneously in connection herewith or therewith or any of the transactions contemplated hereby or thereby or in respect of any oral representations made or alleged to be made in connection herewith or therewith therewith, shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporatordirect or indirect equity holders, controlling PersonPersons, fiduciarydirectors, representative or employee of any other party (or any of their successor or permitted assignees)officers, against any formeremployees, currentagents, or future Affiliates, members, managers, general or limited partnerpartners, managerrepresentatives, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) assignees of the Limited Guarantor or any Affiliate thereof or against any former, current or future direct or indirect equity holder, controlling Person, director, officer, employee, agent, employee, Affiliate, member, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholderrepresentative, manager successor or member assignee of any of the foregoing, but in each case not including the named parties hereto foregoing (each, but excluding for the avoidance of doubtother than Limited Guarantor, the named parties heretoBuyer and their respective Subsidiaries, an a “Associated PersonLimited Guarantor Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment judgment, fine or penalty, or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonLimited Guarantor Affiliate, as such, for any obligations obligation of the applicable party Limited Guarantor under this Limited Guaranty or the Asset Purchase Agreement or the transactions contemplated herebyhereby or thereby, under any documents or instruments delivered contemporaneously herewithin connection herewith or therewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations obligations; provided that nothing in the foregoing, or their creationany other provision of this Limited Guaranty shall in any way limit, impair or preclude the Guaranteed Party’s rights and remedies with respect to Actions (i) against Buyer and its Subsidiaries pursuant to the Asset Purchase Agreement, (ii) against Parent, Asset Buyer and Merger Sub pursuant to the Merger Agreement, (iii) against the Limited Guarantor and the Buyer pursuant to the Fund Commitment Letter, (iv) against the Limited Guarantor (and, solely in respect of Section 5 of this letter agreement, the general partner of the Limited Guarantor) pursuant to this letter agreement and (v) against the limited partners of the Limited Guarantor and the limited partners of any feeder funds of the Limited Guarantor (and the Limited Guarantor, any such feeder fund and the general partner of the Limited Guarantor) pursuant to the Governing Agreements (as defined in the Draw-Down Rights Assignment Agreement) and the Draw-Down Rights Assignment Agreement (clauses (i) through (v), the “Retained Claims”).

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party Party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonParty Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated PersonsParty Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonParty Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.. Notwithstanding the foregoing, a Party Affiliate may have obligations under any documents, agreements or instruments delivered contemporaneously herewith or otherwise contemplated by this Agreement if such Party Affiliate is a party to such document, agreement, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the Persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Party Affiliate is expressly intended as a third party beneficiary of this Section 12.16. [Signatures on Next Page]

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith(other than, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the obligations, waivers and acknowledgments of the Company Equity Holders set forth in Article X and Section 12.1), this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named parties as Parties hereto, an “Associated Person”), whether by or through attempted piercing and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a named Party to this Agreement (and then only to the extent of the corporate veilspecific obligations undertaken by such named Party in this Agreement) and subject to the parenthetical in the preceding sentence, by (a) no past, present or through a claim future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, contract equity or otherwise) by for any one or on behalf more of such party against the Associated Personsrepresentations, by the enforcement warranties, covenants, agreements or other obligations or liabilities of any assessment one or by more of the Company, Parent, Borrower, Merger Sub I or Merger Sub II under this Agreement of or for any legal or equitable proceedingclaim based on, arising out of, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Person, as such, for any obligations of the applicable party under related to this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect . The provisions of any oral representations made or alleged this Section 12.19 are intended to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect the benefit of, and enforceable by the former, current and future direct or by reason ofindirect equityholders, controlling Persons, stockholders, optionholders, members, general or limited partners, Affiliates, Representatives, and each of their respective successors and assigns, of each Party, and each such obligations or their creationPerson shall be a third-party beneficiary of this Section 12.19. This Section 12.19 shall be binding on all successors and assigns of the Parties.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability companyAgreement, each party hereto, by its acceptance of the benefits of this Agreement, hereto covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder againstrecourse hereunder, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith herewith, shall be had againstagainst any of the Sellers’, the Selling Equityholders’, the Purchaser’s, each of the Companies’ or any of their respective Affiliates’ former, current or future directordirect or indirect equity holders, officerControlling Persons, agentstockholders, Affiliatedirectors, managerofficers, assigneeemployees, incorporatoragents, controlling Personmembers, fiduciarymanagers, representative general or employee of any limited partners or assignees (each a “Related Party” and collectively, the “Related Parties”), in each case other party (than the Sellers, the Selling Equityholders, the Purchaser, the Companies, or any of their successor or respective successors and permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”)assignees under this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability Liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated Personof the Related Parties, as such, for any obligations Liability of any of the applicable party Sellers, the Selling Equityholders, the Purchaser, the Companies, or any of their Affiliates under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations Liabilities or their creation; provided, however, nothing in this Section 7.12 shall relieve or otherwise limit the Liability of any of the Sellers, the Selling Equityholders, the Purchaser, the Companies, or any Affiliate, as such, for any breach or violation of its obligations under such agreements, documents or instruments.

No Recourse. Notwithstanding Without limiting any obligations of Parent or Merger Sub under the Merger Agreement, the Rollover Investors under the Rollover Commitment Letter, the parties to the Sponsor Voting Agreement under the Sponsor Voting Agreement, Z Capital Partners L.L.C. under the Confidentiality Agreement, or the Funds under the Limited Guarantee, but notwithstanding anything that may be expressed or implied else in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability companyAgreement, each party hereto, by its acceptance of the benefits of this Agreementhereof, covenants, agrees and acknowledges that, notwithstanding that each Fund is a limited partnership and Parent is a limited liability company, no Persons recourse under this Agreement shall be had against any (i) Related Party (as defined below) of any Fund (other than the named parties hereto shall have any obligation hereunder Funds, Parent or Merger Sub and that it has no rights of recovery hereunder against, their respective permitted successors and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assigneesassigns) or (ii) any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member Related Party of any of such Related Parties (other than the foregoingFunds, but Parent or Merger Sub and their respective permitted successors and assigns), in each case not including whether by the named parties hereto enforcement of any assessment or by any legal or equitable proceedings, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever under this Agreement shall attach to, be imposed on, or otherwise be incurred (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Parent against the Associated Personsany Related Party of a Fund, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed ) by (x) any Related Party of a Fund (other than the Funds, Parent or Merger Sub and acknowledged that no personal liability whatsoever shall attach totheir respective successors and permitted assigns) or (y) any Related Party of any of such Related Parties (other than the Funds, be imposed onParent or Merger Sub and their respective successors and permitted assigns), or otherwise be incurred by any Associated Person, as suchin each case, for any obligations of the applicable party an Investor under this Agreement letter agreement. For the purposes of this letter agreement, the term “Related Party” shall mean any and all former, current or the transactions contemplated herebyfuture directors, under any documents officers, employees, agents, direct or instruments delivered contemporaneously herewithindirect equity holders, in respect controlling persons, general or limited partners, managers, members, stockholders, representatives or Affiliates of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creationa Person.

No Recourse. Notwithstanding anything that may be expressed or implied in this Limited Guarantee, the Merger Agreement or any document other Transaction Documents, or in any agreement or instrument delivered contemporaneously herewithdelivered, or statement made or action taken, in connection with or pursuant to the transactions contemplated by any of this Limited Guarantee, the Merger Agreement or any other Transaction Documents or the negotiation, execution, performance or breach of this Limited Guarantee, the Merger Agreement or any other Transaction Documents, notwithstanding any equitable, common law or statutory right or claim that may be available to the Guaranteed Party or any of its Affiliates, and notwithstanding the fact that any party hereto the Guarantor may be a partnership or partnership, limited liability company, each party heretocompany corporation or other entity, by its acceptance of the benefits of this AgreementLimited Guarantee, covenantsthe Guaranteed Party, agrees by executing this Limited Guarantee, acknowledges and acknowledges agrees, on behalf of itself and the Guaranteed Party Related Persons, that no Persons Person other than the named parties hereto shall have Guarantor has any obligation hereunder obligations hereunder, and that it has no rights right of recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had againsthereunder against and no personal liability shall hereunder attach to, the Guarantor, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative direct or employee indirect holders of any other party (or any of their successor or permitted assignees)equity, against any former, current, or future general or limited partnerpartnership or limited liability company interest, managercontrolling persons, stockholder management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, Affiliates (other than any successor(s) or member of any Organogenesis Existing Stockholders permitted assignee(s) under Section 5 hereof), members, managers, general or Avista (or any of their limited partners, stockholders, shareholders, representatives, successors or permitted assignees) assignees of the Guarantor, or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativedirect or indirect holders of any equity, general or limited partnerpartnership or limited liability company interest, stockholdercontrolling persons, manager management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, Affiliates (other than any successor(s) or member permitted assignee(s) under Section 5 hereof), members, managers, general or limited partners, stockholders, shareholders, representatives, successors or assignees of any of the foregoingforegoing (collectively, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubtGuarantor, the named parties heretoRollover Securityholder, an Parent, Merger Sub, or any permitted assignee under Section 5 hereof, or their respective successors and permitted assigns under the Transaction Documents, collectively the “Associated PersonNon-Recourse Parties,” and each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim (whether at law or equity in tort, contract or otherwise) by or on behalf of such party Parent or Merger Sub against the Associated Personsany Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable Law, or otherwise, except for Retained Claims; provided, however, that notwithstanding anything to the contrary in this Limited Guarantee, in the event the Guarantor (A) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus unfunded capital commitments which it is entitled to call is less than the Cap as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment, by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, surviving entity or otherwise be incurred by any Associated such Person, as suchthe case may be, for any but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the applicable party liability of the Guarantor hereunder. No Person other than the Guarantor (or any successors or permitted assignees under Section 5 hereof), the Guaranteed Party (or any successors or permitted assignees under Section 5 hereof) and the Non-Recourse Parties shall have any rights or remedies under, in connection with or in any manner related to this Agreement Limited Guarantee or the transactions contemplated hereby. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person, including the Guaranteed Party (or any successors or permitted assignees under Section 5 hereof) or any documents of the Guaranteed Party Related Persons, any rights or instruments delivered contemporaneously herewith, in respect remedies hereunder against any Person other than the rights or remedies of the Guaranteed Party against the Guarantor (or any oral representations made successors or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwisepermitted assigned under Section 5 hereof) based on, in respect of, or by reason of, such obligations or their creationas expressly set forth herein.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had or otherwise, the Parties each acknowledge and agree that it has no right of recovery against, and no personal liability shall attach to, the former, current or future directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates, general or limited partners, securityholders, members, managers, trustees or controlling persons of the other Party (or any of their successors or assigns) or any Affiliate thereof or any former, current or future director, officer, employee, agent, advisor, attorney, representative, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, securityholder, member, manager, stockholder trustee or member controlling person of any Organogenesis Existing Stockholders or Avista of the foregoing (or any of their successors or permitted assigneesassigns) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubtcollectively, the named parties hereto, an “Associated PersonReleasees”), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party the other Party against the Associated PersonsReleasees, including under the DIP Commitment Letter, by or through this Agreement, by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed . EXHIBIT A DBSD NORTH AMERICA, INC., ET AL. TERM SHEET FOR PROPOSED RESTRUCTURING OF DBSD NORTH AMERICA, INC. February 1, 2011 THIS TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN OF REORGANIZATION, IT BEING UNDERSTOOD THAT SUCH A SOLICITATION, IF ANY, SHALL BE MADE ONLY IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES, BANKRUPTCY AND/OR OTHER APPLICABLE LAWS. THIS TERM SHEET DOES NOT ADDRESS ALL MATERIAL TERMS THAT WOULD BE REQUIRED IN CONNECTION WITH ANY POTENTIAL FINANCIAL RESTRUCTURING AND ANY AGREEMENT IS SUBJECT TO THE EXECUTION OF DEFINITIVE DOCUMENTATION IN FORM AND SUBSTANCE CONSISTENT WITH THIS TERM SHEET AND OTHERWISE ACCEPTABLE TO DISH (DEFINED BELOW) AND THE DEBTORS (DEFINED BELOW). THIS TERM SHEET HAS BEEN PRODUCED FOR DISCUSSION AND SETTLEMENT PURPOSES ONLY AND IS SUBJECT TO THE PROVISIONS OF RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND OTHER SIMILAR APPLICABLE STATE AND FEDERAL RULES. THIS TERM SHEET AND THE INFORMATION CONTAINED HEREIN IS STRICTLY CONFIDENTIAL AND SHALL NOT BE SHARED WITH ANY OTHER PARTY ABSENT THE PRIOR WRITTEN CONSENT OF DISH. This term sheet ("Term Sheet") describes certain of the principal terms of a proposed restructuring (the "Restructuring") for the existing debt and acknowledged that no personal liability whatsoever other obligations of DBSD North America, Inc. ("DBSD" and once reorganized, "Reorganized DBSD") and certain of its affiliates (collectively, the "Debtors" and once reorganized, the "Reorganized Debtors"). DBSD is currently a 99.84% owned subsidiary of ICO Global Communications (Holdings) Limited ("ICO Global"). As described in greater detail herein, the Restructuring shall attach tobe consummated through either a modification to the Existing Plan1 or a new plan of reorganization (with respect to either, be imposed on, or otherwise be incurred the "Plan") based on an aggregate investment as set forth in section 1.1 of the Investment Agreement (as defined below) by any Associated PersonDISH Network Corporation ("DISH"), as suchmore fully described below. This Term Sheet has been produced for discussion and settlement purposes only. Overview The Restructuring Under the Plan, for any obligations (A) DISH shall contribute (1) all of its Prepetition Facility Claims2 under that certain Amended and Restated Revolving Credit Agreement, dated as of April 7, 2008 (the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, "Credit Agreement") and (2) cash in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.an aggregate amount

No Recourse. Notwithstanding anything that may be expressed or implied All covenants, stipulations, promises, agreements and obligations of the Issuer contained in this Indenture, the Agreement or any document or instrument delivered contemporaneously herewithand all other documents and instruments connected herewith and therewith (collectively, the "Financing Documents") shall be deemed to be the covenants, stipulations, promises, agreements and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party hereto, by its acceptance obligations of the benefits Issuer and not of this Agreementany member, covenantsofficer, agrees and acknowledges that no Persons other than employee or agent of the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder againstIssuer in his individual capacity, and no recourse hereunder under or under upon any documents obligation, covenant or instruments delivered contemporaneously herewith agreement contained in the Financing Documents or otherwise based upon or in respect to the Financing Documents, or any documents supplemental thereto, or for any of the Bonds or for any oral representations made claim based thereon or alleged to be made otherwise in connection herewith or therewith respect thereof, shall be had againstagainst any past, any former, current present or future directormembers, officerofficers, agentemployees or agents, Affiliateas such, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (the Issuer or any of their successor public corporation or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (political subdivision thereof or any of their successors person executing the Financing Documents, either directly or permitted assignees) through the Issuer or any Affiliate thereof successor public corporation or against any formerpolitical subdivision thereof, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed understood that the Financing Documents to which the Issuer is a party are solely corporate obligations, and acknowledged that no such personal liability whatsoever whatever shall attach to, or shall be imposed onincurred by, any such member, officer, employee or agent of the Issuer or any successor public corporation or political subdivision thereof or any person executing the Financing Documents because of the creation of the indebtedness thereby authorized, or otherwise be incurred by any Associated Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of the obligations, covenants or agreements contained in the Financing Documents or implied therefrom; and that any and all such personal liability of, and any and all such obligations rights and claims against, every such member, officer, employee or their creationagent because of the indebtedness thereby authorized, or under or by reason of the obligations, covenants or agreements contained in the Financing Documents or implied therefrom are, to the extent permitted by law, expressly waived and released as a condition of, and as consideration for, the execution of the Financing Documents.

No Recourse. Notwithstanding anything All claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be expressed based upon, in respect of, arise under or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits out of this Agreement, covenantsor the negotiation, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights execution, or performance of recovery hereunder this Agreement may only be made or enforced against, and no recourse hereunder any claims or under any documents causes of action that may be based upon, arise out of or instruments delivered contemporaneously herewith relate to this Agreement, or in respect the negotiation, execution or performance of any oral representations made this Agreement or alleged to the transactions contemplated hereby, may only be made in connection herewith or therewith shall be had against, any the parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a party to this Agreement (and then only to the extent of the specific obligations undertaken by such party in this Agreement and not otherwise), no past, present or future Affiliates, lender or prospective lender or financing source, lead arranger, arranger, agent or representative of or to Buyer (including the Financing Sources) or direct or indirect, former, current or future directorholders of any equity, officer, agent, Affiliate, manager, assignee, incorporatorpartnership or limited liability company interest, controlling Personpersons, fiduciarydirectors, representative officers, employees, agents, attorneys, Representatives, Affiliates, members, managers, or employee assignees of any other such shall have any Liability for any obligation of such party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”), whether by or through attempted piercing of the corporate veil, by or through a claim under this Agreement (whether in tort, contract or otherwise) for any claim based on, in respect of, or by or on behalf of reason of, such party against the Associated Personsobligations, whether by the enforcement of any assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable Law. Without limiting the foregoing, or otherwise; it being expressly agreed the Company (and acknowledged that no personal liability whatsoever shall attach toits shareholders and Affiliates, be imposed ondirectors, or otherwise be incurred by officers, employees, Representatives and agents) hereby waives any Associated Person, as such, for and all rights and claims against any obligations of the applicable party Buyer Related Party (other than claims against Buyer under this Agreement or the transactions contemplated hereby, under any other documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwiseherewith) that may be based onupon, in respect of, arise under or out of this Agreement or the Financing Commitments, whether at Law or in equity, in contract, in tort or otherwise. Each of the Buyer Related Parties is a third party beneficiary of this Section 9.15. For the avoidance of doubt, nothing in this Section 9.15 shall impair, limit or affect any claims or causes of action related to (i) agreements entered into with the Financing Sources by the parties thereto or by reason ofBuyer (including as a third-party beneficiary thereof), such obligations (ii) the Irrevocable Undertakings or their creation.(iii) the Confidentiality Agreement. [Signature Page Follows]

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party heretoParty, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonParty Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated PersonsParty Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonParty Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement letter agreement, or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreementletter agreement, covenants, Parent acknowledges and agrees and acknowledges that no Persons Person other than the named parties hereto shall have Sponsor (and any assignee permitted in accordance with Section 6 hereof) has any obligation hereunder or, except for Parent and Merger Sub, in connection with the transactions contemplated hereby and that, notwithstanding that it the Sponsor (or any assignee permitted in accordance with Section 6 hereof) may be a limited partnership, limited liability company or statutory trust, no Person has no rights any right of recovery hereunder under this letter agreement against, and no recourse hereunder under this letter agreement or under any documents document or instruments instrument contemporaneously delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith therewith, shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporatorequity holders, controlling PersonPersons, fiduciarydirectors, representative officers, employees, Affiliates, members, managers or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partnerpartners of the Sponsor, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future equity holder, controlling Person, director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholdermember, manager or member Affiliate of any of the foregoingforegoing (collectively, but in each case not including the named parties hereto (eachParent, but excluding for the avoidance of doubtMerger Sub, the named parties heretoSponsor or any assignee permitted in accordance with Section 6 hereof, an the “Associated PersonSponsor Affiliates”), whether by or through attempted piercing of the corporate corporate, limited partnership or limited liability company veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Parent against the Associated Personsany Sponsor Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Lawlaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonSponsor Affiliate, as such, for any obligations obligation of the applicable party Sponsor under this Agreement letter agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously in connection herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Parent further agrees that neither it nor any of its Affiliates shall have any right of recovery against the Sponsor or the Sponsor Affiliates, whether by piercing of the corporate, limited partnership or limited liability company veil, by a claim on behalf of Parent against the Sponsor or the Sponsor Affiliates, or otherwise, except for Parent’s right to be capitalized by the Sponsor under and to the extent provided in this letter agreement and subject to the terms and conditions hereof. Parent hereby covenants and agrees that it shall not institute, and shall cause its controlled Affiliates not to institute, any proceeding or bring any other claim (whether in tort, contract or otherwise) arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, or in respect of any oral representations made or alleged to be made in connection therewith, against the Sponsor or the Sponsor Affiliate except for claims solely against the Sponsor under this letter agreement.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement letter agreement, the Merger Agreement, the Limited Guaranty or any document or instrument delivered contemporaneously herewithin connection herewith or therewith or any of the transactions contemplated hereby or thereby (including the termination or abandonment thereof), and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party heretoParent, by its acceptance of this letter agreement, and the benefits Company, in its capacity as a third party beneficiary solely as and to the extent specified in, and on the terms and subject to the conditions of this AgreementSection 8 hereof, each unconditionally and irrevocably covenants, agrees and acknowledges on behalf of itself and its controlled Affiliates that (a) no Persons Person other than the named parties hereto WC SACD One shall have any obligation hereunder and obligations or liabilities hereunder; (b) notwithstanding that it has WC SACD One is organized as a corporation, no rights of right or remedy, recourse or recovery hereunder againsthereunder, and no recourse hereunder under the Merger Agreement, or under any documents document or instruments instrument delivered contemporaneously in connection herewith or therewith or in connection with the transactions contemplated hereby or thereby (or the termination or abandonment thereof), or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member Non-Recourse Party (as defined below) of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”)WC SACD One, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any judgment or assessment or by any legal legal, equitable, investigative or equitable arbitral proceeding, or by virtue of any statute, regulation or other applicable Lawlaw (including common law), or otherwiseother than the Retained Claims (as expressly defined in, and subject to the limitations contained in, the definition of Retained Claims set forth below); it being expressly agreed and acknowledged that (c) no personal liability or obligation whatsoever shall will attach to, be imposed on, on or otherwise be incurred by any Associated Person, as such, Non-Recourse Party of WC SACD One for any liabilities or obligations of the applicable party WC SACD One under this Agreement letter agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewithin connection herewith or in connection with the transactions contemplated hereby (or the termination or abandonment thereof), or in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tortclaim, contract action, suit, arbitration, litigation, investigation or otherwise) proceeding based on, in respect of, of or by reason of, of such obligations or by their creationcreation (including the breach, termination or failure to consummate the transactions contemplated by the Merger Agreement ), in the case of each of clauses (a), (b) and (c), whether based on contract, tort, strict liability, other laws (including common law) or otherwise, and whether by or through piercing of the corporate, limited liability company or limited partnership veil or similar action, by or through a claim by or on behalf of a party hereto or another Person or otherwise.

No Recourse. (a) Notwithstanding anything that may be expressed or implied in this Agreement or any other transaction document or instrument delivered contemporaneously herewithentered into pursuant to this Agreement, and notwithstanding the fact that any party hereto Purchaser may be a partnership or limited liability company, each party heretoSeller, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that that, except as otherwise expressly provided in this Agreement or any other transaction document entered pursuant to this Agreement, no Persons other than Purchaser or any Person to whom this Agreement is validly assigned pursuant to Section 12.9 (and their respective successors and assigns, collectively, the named parties hereto “Purchaser Recourse Parties”) shall have any obligation hereunder and that it Seller has no rights of recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith other transaction document entered into pursuant to this Agreement or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, against (i) any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Purchaser (or any of their successor the foregoing Persons successors or permitted assignees), against (ii) any former, current, or future general or limited partner, owner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Purchaser (or any of their the foregoing Persons successors or permitted assignees) or any Affiliate thereof or against (iii) any former, current or future director, owner, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Purchaser or any Person to whom this Agreement is validly assigned pursuant to Section 12.9 (each, but excluding for the avoidance of doubt, the named parties heretoPurchaser Recourse Parties, an a “Associated PersonPurchaser Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party Purchaser or any Person to whom this Agreement is validly assigned pursuant to Section 12.9 against the Associated PersonsPurchaser Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonPurchaser Party Affiliate, as such, for any obligations of the applicable party Purchaser (or any Person to whom this Agreement is validly assigned pursuant to Section 12.9) under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewithother transaction document entered into pursuant to this Agreement, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Partner may be a partnership or limited liability company, each party Partner hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Partners shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Controlling Person, fiduciary, representative or employee of any other party Partner (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Partner (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member (or, in each case, any financing source for any of the foregoing) of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Associated Person”)Partners, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated such Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Lawlaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated Personsuch Persons, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewithherewith or in connection or contemplation hereof, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto Party may be a partnership or limited liability company, each party heretoParty, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party Party (or any of their successor successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Organogenesis Existing Stockholders or Avista Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the named parties hereto Parties (each, but excluding for the avoidance of doubt, the named parties heretoParties, an a “Associated PersonParty Affiliate”), whether by or through 65 attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Associated PersonsParty Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Lawlaw, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Associated PersonParty Affiliate, as such, for any obligations of the applicable party Party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party hereto a member or manager of the LLC may be a partnership or partnership, limited liability company, each party heretocorporation or other entity, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder under this Agreement or under any documents or instruments delivered contemporaneously herewith by any person or in respect of any oral representations made or alleged to be made in connection herewith or therewith entity pursuant hereto shall be had againstagainst any of the LLC’s, any member of the LLC’s, any Manager’s, or any of the foregoing’s respective affiliates’ former, current or future director, officer, agent, Affiliate, manager, assignee, incorporatordirect or indirect equity holders, controlling Personpersons, fiduciarystockholders, representative or employee of any other party (or any of their successor or permitted assignees)directors, against any formerofficers, currentemployees, or future general or limited partneragents, managerAffiliates, stockholder or member of any Organogenesis Existing Stockholders or Avista (or any of their successors or permitted assignees) or any Affiliate thereof or against any formermembers, current or future directorfinancing sources, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representativemanagers, general or limited partnerpartners or assignees (each a “Related Party” and collectively, stockholderthe “Related Parties”), manager or member of any of the foregoing, but in each case not including the named parties hereto other than (eachsubject, but excluding for the avoidance of doubt, to the named parties heretoprovisions of this Agreement (as may be amended, an “Associated Person”restated or modified from time to time), whether by or through attempted piercing dated as of the corporate veildate hereof) the LLC, by a member of the LLC, any Manager, or through a claim (any of their respective assignees under this Agreement, whether in tort, contract or otherwise) by or on behalf of such party against the Associated Persons, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statuteapplicable law, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Associated Personof the Related Parties, as such, for any obligations obligation or liability of the applicable party LLC, any member of the LLC or any Manager under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of by any oral representations made person or alleged to be made in connection herewith or therewith, or entity pursuant hereto for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of, of such obligations or liabilities or their creation; provided, however, that nothing in this Section 20 shall relieve or otherwise limit the liability of the LLC, any member of the LLC, or any Manager, as such, for any breach or violation of its obligations under such agreements, documents or instruments.