Common use of Financing Sources Clause in Contracts

Financing Sources. No Financing Source shall have any liability to the Company or any of its Subsidiaries for any obligations or liabilities of the parties hereto or for any claim (whether in tort, contract or otherwise), based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Notwithstanding any provision of this Agreement, in no event shall the Company, its Subsidiaries and its Affiliates and its and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (each, a “Company Related Party”), and the Company agrees (i) that none of the Financing Sources will have any liability to Company Related Party relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (ii) not to, and to cause its Company Related Parties not to, (x) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (y) seek to enforce the commitment against, make any claims for breach of the Debt Commitment Letter against, or seek to recover monetary damages from, or otherwise sxx, the Financing Sources for any reason, whether in law or in equity, whether in contract or in tort or otherwise, including in connection with the Debt Commitment Letter or the obligations of Financing Sources thereunder. Nothing in this Section 8.14‎ shall in any way limit or qualify the obligations and liabilities of the parties to the Debt Commitment Letter to each other or in connection therewith. (Signature page follows) 108

Financing Sources. No member of the Company Group shall have any rights or claims against any Financing Source in respect of any dispute arising out of or relating in any way to the Financing Facility or the performance thereof or the financings contemplated thereby, whether at law or in equity, whether in contract, in tort or otherwise and no Financing Source shall have any rights or claims against the Company Group in respect of any dispute arising out of or relating in any way to the Financing Facility or the performance thereof or the financings contemplated thereby, whether at law or in equity, whether in contract, in tort or otherwise and (b) no Financing Source shall have any liability (whether in contract, in tort or otherwise) to any member of the Company or any of its Subsidiaries Group for any obligations or liabilities of the parties hereto any party or for any claim (whether in tort, contract or otherwise), based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to be have been made in connection herewith. Notwithstanding herewith or therewith, including any provision of this Agreement, in no event shall the Company, its Subsidiaries and its Affiliates and its and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (each, a “Company Related Party”), and the Company agrees (i) that none of the Financing Sources will have any liability to Company Related Party relating to or dispute arising out of this Agreement, or relating in any way to the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby Financing Facility or the performance of any services thereunderthereof or the financings contemplated thereby, whether in at law or in equity, whether in contract or contract, in tort or otherwise and (ii) not tootherwise, and no member of the Company Group shall have any liability (whether in contract, in tort or otherwise) to cause its Company Related Parties not to, (x) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source for any obligations or (y) seek to enforce the commitment againstliabilities of any party or for any claim based on, make any claims for breach of the Debt Commitment Letter againstin respect of, or seek to recover monetary damages from, or otherwise sxxby reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Financing Sources for any reasonFacility or the performance thereof or the financings contemplated thereby, whether in at law or in equity, whether in contract or contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, including the Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of this Section 9.14, in connection each case, with respect to their respective rights hereunder and thereunder. For the Debt Commitment Letter avoidance of any doubt, this Section 9.14 does not alter, modify, supplement or change, in any respect, the rights and obligations of the Financing Sources thereunderSource set forth in the Financing Facility to Parent and its successors and assigns. Nothing For purposes of the foregoing, “Company Group” means (i) the Company, (ii) each of the Company’s Subsidiaries, and their respective Affiliates and (iii) the former, current and future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of any Person named in clauses (i) and (ii), and (iv) any future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of any of the foregoing. For the avoidance of doubt, nothing in this Section 8.14‎ 9.14 shall in any way limit or qualify otherwise alter the obligations and liabilities rights of the parties to the Debt Commitment Letter to each other Company Group against Parent or in connection therewith. (Signature page follows) 108Merger Sub.

Financing Sources. No Notwithstanding anything herein to the contrary, the Company (on behalf of itself, each of its affiliates and any of their and their affiliates’ respective equity-holders, partners, members, affiliates, directors, officers, employees, agents and representatives) hereby waives any rights or claims against the Financing Sources in connection with this Agreement or the Debt Financing, whether at law or equity, in contract, in tort or otherwise and each of the Company (on behalf of itself, each of its subsidiaries and any of their respective equity-holders, partners, members, affiliates, directors, officers, employees, agents and representatives (collectively with the Company, the Company Related Parties)) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any proceeding against any Financing Source in connection with this Agreement or the transactions contemplated hereby (including any proceeding relating to the Debt Financing). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Financing Source shall have any liability for any losses to the Company or any subsidiary thereof (or any of their respective equity-holders, partners, members, affiliates, directors, officers, employees, agents and representatives) in connection with this Agreement or the transactions contemplated hereby, and no Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature. In no event shall the Company or any of its Subsidiaries for any obligations or liabilities of the parties hereto or for any claim (whether in tort, contract or otherwise), based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Notwithstanding any provision of this Agreement, in no event shall the Company, its Subsidiaries and its Affiliates and its and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (each, a “Company Related Party”)Affiliates, and the Company agrees (i) that none of the Financing Sources will have any liability not to Company Related Party relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (ii) not to, and to cause its Company Related Parties Affiliates not to, (xa) seek to enforce this Agreement against, make any claims for breach of this Agreement Agreements against, or seek to recover monetary damages from, any Financing Source or of (yb) seek to enforce the commitment commitments against, make any claims for breach of the Debt Commitment Letter Financing commitments against, or seek to recover monetary damages from, or otherwise sxxxxx, the Financing Sources for any reason, whether in law or in equity, whether in contract or in tort or otherwise, including in connection with the Debt Commitment Letter Financing commitments or the obligations of Financing Sources the lenders thereunder. Nothing in this Section 8.14‎ 10.12 shall in any way expand the circumstances in which the Buyer may be liable under this Agreement or as a result of the transactions contemplated hereby (including as a result of the Debt Financing). Nothing in this Section 10.12 shall in any way Page 47 limit or qualify the obligations and liabilities of the Financing Sources and the other parties to the Debt Commitment Letter Financing (or the definitive documents entered into pursuant thereto) to each other thereunder or in connection therewith. (Signature page follows) 108.

Financing Sources. No Notwithstanding anything to the contrary contained in this Agreement, except as provided in Section 7.15 hereof and the assertion by Buyer of express rights set forth in the (x) Debt Commitment Letters or (y) any commitment letter relating to the Buyer Financing (if any), (i) neither any Party nor any of its Affiliates, equityholders, members, officers, directors, employees and representatives, nor any Person claiming by, through or under any such Person, shall have any rights or claims against any Financing Source or Buyer Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement or by the other Transaction Documents or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to (x) the Debt Commitment Letters or the performance thereof or the financings contemplated thereby or (y) any Buyer Financing, in each case, whether at law or equity, in contract, in tort or otherwise and (ii) no Financing Source or Buyer Financing Source shall have any liability Liability (whether in contract, in tort or otherwise) to the Company any Party hereto or any of its Subsidiaries their respective Affiliates, equityholders, members, officers, directors, employees and representatives, or any Person claiming by, through or under any such Person for any obligations or liabilities Liabilities of the parties any party hereto under this Agreement or for any claim (whether in tort, contract or otherwise), based on, in respect of, or by reason of, the transactions contemplated hereby hereunder or in respect of any oral representations made or alleged to be have been made in connection herewith, including any dispute arising out of or relating in any way to (x) the Debt Commitment Letters or the performance thereof or the financings contemplated thereby or (y) any Buyer Financing, in each case, whether at law or equity, in contract, in tort or otherwise. Notwithstanding any provision of anything to the contrary in this Agreement, in no event the Financing Sources and Buyer Financing Sources shall the Companyeach be express third party beneficiaries of Section 4.7, its Subsidiaries and its Affiliates and its and their respective affiliates’ stockholdersSection 7.15, partnersSection 9.7, membersSection 12.3, officersSection 12.4, directorsSection 12.8, employees, controlling persons, agents and representatives (each, a “Company Related Party”)Section 12.14, and this Section 12.15, and each of such Sections shall expressly inure to the Company agrees (i) that none benefit of each of the Financing Sources will have any liability to Company Related Party relating to or arising out and Buyer Financing Sources and each of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (ii) not to, and to cause its Company Related Parties not to, (x) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (y) seek to enforce the commitment against, make any claims for breach of the Debt Commitment Letter against, or seek to recover monetary damages from, or otherwise sxx, the Financing Sources for any reason, whether in law or in equity, whether in contract or in tort or otherwise, including in connection with the Debt Commitment Letter or the obligations of and Buyer Financing Sources thereunder. Nothing in this Section 8.14‎ shall in any way limit or qualify be entitled to rely on and enforce the obligations and liabilities provisions of the parties to the Debt Commitment Letter to each other or in connection therewith. (Signature page follows) 108such Sections.

Financing Sources. No Financing Source Notwithstanding anything in this Agreement to the contrary, Seller on behalf of itself, its Subsidiaries and each of its controlled Affiliates hereby: (a) agrees that, notwithstanding anything to the contrary contained herein, none of Seller, its Subsidiaries or any of their controlled Affiliates shall have any liability rights or claims against any Financing Party in their capacity as such (and none of the Financing Parties in their capacities as such shall be liable to the Company Seller, its Subsidiaries or any of its Subsidiaries controlled Affiliates for any obligations indirect, special, punitive or liabilities consequential damages (including, without limitation, any loss of the parties hereto profits, business or for any claim (whether anticipated savings)) in tort, contract or otherwise), based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made each case in connection herewith. Notwithstanding any provision of this Agreement, in no event shall the Company, its Subsidiaries and its Affiliates and its and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (each, a “Company Related Party”), and the Company agrees (i) that none of the Financing Sources will have any liability to Company Related Party relating to or arising out of with this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise otherwise, and (ii) not to, and to cause by its Company Related Parties not to, (x) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (y) seek to enforce the commitment against, make any claims for breach acceptance of the Debt Commitment Letter againstbenefits hereof, each Financing Party agrees that) no Financing Party shall have any rights or seek to recover monetary damages from, or otherwise sxxclaims against any such Person in connection with this Agreement, the Debt Financing Sources for or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following consummation of the transactions contemplated hereby, the foregoing will not limit the rights of the parties to the Debt Financing under any reasoncommitment letter related thereto; (b) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Parties in their capacities as such, arising out of or relating to, this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Commitment Letter Financing or any of the transactions contemplated hereby or thereby or the obligations performance of Financing Sources thereunder. Nothing any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in this Section 8.14‎ the Borough of Xxxxxxxxx, Xxx Xxxx, Xxx Xxxx, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court; (c) agrees that any such Action shall in any way limit or qualify be governed by the obligations and liabilities laws of the parties State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in the Debt Commitment Letter or other applicable definitive document relating to each other the Debt Financing; (d) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Action of any kind or description, whether in law or in connection therewith. equity, whether in contract or in tort or otherwise, against any Financing Party in their capacity as such in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York; (Signature page followse) 108agrees that service of process, summons, notice or document by registered mail addressed to Seller, its Subsidiaries or its controlled Affiliates in any such Action or proceeding shall be effective if notice is given in accordance with ‎Section 10.7; (f) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action in any such court; (g) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (h) knowingly, intentionally and voluntarily waives, to the fullest extent permitted by applicable law, all rights of trial by jury in any Action (whether based upon contract, tort or otherwise) brought against the Financing Parties in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; (i) agrees that the Financing Parties are express third party beneficiaries of the provisions of Section 10.16, that this Section 10.16 shall expressly inure to the benefit of the Financing Parties, and that the Financing Parties shall be entitled to rely on and enforce any of the provisions of this ‎Section 10.16; and (j) agrees that the provisions of this Section ‎10.16 (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of this Section 10.16) and the definitions of “Financing Sources”and “Financing Parties” shall not be amended in any way adverse to the Financing Parties without the prior written consent of the Financing Sources.

Financing Sources. No Notwithstanding anything to the contrary contained in this Agreement, (a) the Company Parties, the Company Subsidiaries and their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any rights or claims against any Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Financing, whether at Law or equity, in contract, in tort or otherwise and (b) no Financing Source shall have any liability (whether in contract, in tort or otherwise) to the Company Parties, the Company Subsidiaries and their respective Affiliates, directors, officers, employees, agents, partners, managers, members or any of its Subsidiaries stockholders for any obligations or liabilities of the parties any party hereto under this Agreement or for any claim (whether in tort, contract or otherwise), based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be have been made in connection herewith. Notwithstanding herewith or therewith, including any provision of this Agreement, in no event shall the Company, its Subsidiaries and its Affiliates and its and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (each, a “Company Related Party”), and the Company agrees (i) that none of the Financing Sources will have any liability to Company Related Party relating to or dispute arising out of or relating in any way to the Financing whether at Law or equity, in contract, in tort or otherwise. Notwithstanding the foregoing provisions of this Section 10.11, following the consummation of the transactions contemplated by this Agreement, the Debt Financing, foregoing provisions will not limit the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (ii) not to, and to cause its Company Related Parties not to, (x) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (y) seek to enforce the commitment against, make any claims for breach of the Debt Commitment Letter against, or seek to recover monetary damages from, or otherwise sxx, the Financing Sources for any reason, whether in law or in equity, whether in contract or in tort or otherwise, including in connection with the Debt Commitment Letter or the obligations of Financing Sources thereunder. Nothing in this Section 8.14‎ shall in any way limit or qualify the obligations and liabilities rights of the parties to the Debt Commitment Letter Financing under the definitive agreements in respect of the Financing. IN WITNESS WHEREOF, Ultimate Parent, Parent, Parent LP, Company, Company GP and Company LP have caused this Agreement to each other or in connection therewithbe signed by their respective officers thereunto duly authorized, all as of the date first set forth above. (Signature page follows) 108TRICON CAPITAL GROUP INC. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Vice President, General Counsel and Secretary Address: 0000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 TAH ACQUISITION HOLDINGS LLC By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Vice President, General Counsel and Secretary Address: 0000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 TAH ACQUISITION LP By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Venenziano Title: Vice President, General Counsel and Secretary Address: 0000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 SILVER BAY REALTY TRUST CORP. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxx Xxxxx, Xxxxx 000 Xxxxxxxx, Xxxxxxxxx 00000 SILVER BAY MANAGEMENT LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxx Xxxxx, Xxxxx 000 Xxxxxxxx, Xxxxxxxxx 00000 SILVER BAY OPERATING PARTNERSHIP L.P. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxx Xxxxx, Xxxxx 000 Xxxxxxxx, Xxxxxxxxx 00000

Financing Sources. The Purchasers, the Sellers and their respective Subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any rights or claims against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the performance of any financing commitments with respect to the transactions contemplated hereby, whether at law or equity, in contract, in tort or otherwise. No Financing Source shall have any liability (whether at law or equity, in contract or in tort or otherwise) to the Company Purchasers, the Sellers or any of its Subsidiaries their respective Subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of the parties any party hereto under this Agreement or for any claim (whether in tort, contract or otherwise), based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of and thereby, including any oral representations made or alleged to be made in connection herewith. Notwithstanding any provision of this Agreement, in no event shall the Company, its Subsidiaries and its Affiliates and its and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (each, a “Company Related Party”), and the Company agrees (i) that none of the Financing Sources will have any liability to Company Related Party relating to or dispute arising out of this Agreement, or relating in any way to the Debt Financing, performance of any financing commitment (whether or not arising under the Debt Commitment Letter or any of related agreements). Without prejudice to the transactions contemplated hereby or thereby or preceding sentences in this Section 10.20, notwithstanding anything herein to the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (ii) not to, and to cause its Company Related Parties not tocontrary, (x) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (y) seek to enforce the commitment against, make any claims for breach each of the Debt Commitment Letter againstParties hereby agrees that it will not bring any action, cause of action, claim, cross-claim, third-party claim or seek to recover monetary damages from, other Proceeding of any kind or otherwise sxx, the Financing Sources for any reasondescription, whether in law or in equity, whether in contract or in tort or otherwise, including in connection with the Debt Commitment Letter or the obligations of against any Financing Sources thereunder. Nothing in this Section 8.14‎ shall Source in any way limit relating to this Agreement or qualify the obligations and liabilities any of the parties transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Commitment Letter Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law jurisdiction is vested in Federal courts, the United States District Court for the Southern District of New York (or appellate courts thereof) and each such action, cause of action, claim, cross-claim, third-party claim or Proceeding shall be governed by the law of the State of New York and (y) each of the Parties hereby irrevocably waives all right to each other trial by jury in any such action, cause of action, claim, cross-claim, third-party claim or Proceeding described in connection therewith. the preceding clause (Signature page follows) 108x).

Financing Sources. No Financing Source shall have any liability Notwithstanding anything to the Company or contrary contained in this Agreement, (i) none of the Company, any of its Subsidiaries for any obligations or liabilities of the parties hereto or for any claim (whether in tort, contract or otherwise), based on, in respect ofother Affiliates, or by reason ofany of their respective directors, officers, employees, agents, partners, managers, members or stockholders shall (A) have any rights (including any right of specific performance or any right to enforce any right of Parent or Merger Sub under the Debt Commitment Letter) or claims against any Financing Source in any way relating to the Financing, this Agreement or any of the transactions contemplated hereby by this Agreement, or in respect of any oral representations made or alleged to be have been made in connection herewith. Notwithstanding herewith or therewith, including any provision of this Agreement, in no event shall the Company, its Subsidiaries and its Affiliates and its and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (each, a “Company Related Party”), and the Company agrees (i) that none of the Financing Sources will have any liability to Company Related Party relating to or dispute arising out of this Agreement, or relating in any way to the Debt Financing, the Debt Commitment Letter or the performance thereof, whether in law or equity, in contract, in tort or otherwise, or (B) commence, continue or assist any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Financing Source in any way relating to the Financing, the Debt Commitment Letter, this Agreement or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (ii) not to, and to cause its Company Related Parties not to, (x) seek to enforce by this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (y) seek to enforce the commitment against, make any claims for breach of the Debt Commitment Letter against, or seek to recover monetary damages from, or otherwise sxx, the Financing Sources for any reason, whether in law or in equity, whether in contract or in tort or otherwiseAgreement, including any dispute arising out of or relating in connection with any way to the Financing, the Debt Commitment Letter or the performance thereof, whether in law or equity, in contract, in tort or otherwise, and (ii) no Financing Source shall have any liability (whether in contract, in tort or otherwise) to the Company, any of its Subsidiaries or other Affiliates, nor any of their respective directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of Financing Sources thereunderany party hereto under this Agreement or for any claim based on, in respect of, or by reason of the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Financing, the Debt Commitment Letter or the performance thereof, whether at law or equity, in contract, in tort or otherwise. Nothing in this Section 8.14‎ shall will limit the rights of Parent in any way limit or qualify the obligations and liabilities respect of the parties to Financing under the Debt Commitment Letter or any other agreements related thereto and nothing in this Section will limit the Company from seeking specific performance of the Parent’s obligation to each enforce the Debt Commitment Letter and/or Definitive Financing Agreements for the Financing. Without limiting the foregoing, no Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature to the Company, any of its Subsidiaries or other Affiliates, or in connection therewith. (Signature page follows) 108any of their respective directors, officers, employees, agents, partners, managers, members or stockholders.

Financing Sources. No Subject, in each case, to the rights and claims of Parent, HospitalCo Parent and their respective Affiliates party thereto (if any) under the terms of the respective Financing Source Commitments and Definitive Agreements, (i) each of the parties hereto and their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any rights or claims against and this Agreement may not be enforced against any of the Financing Sources in any way relating to this Agreement, any Debt Commitment Letter or any of the transactions contemplated by this Agreement or by any Debt Commitment Letter, including any dispute arising out of or relating in any way to the performance of any financing commitments of such Financing Sources with respect to the transactions contemplated hereby or by any Debt Commitment Letter, whether at law or equity, in contract or in tort, or otherwise and (ii) no Financing Sources shall have any liability (whether at law or in equity, in contract or in tort, or otherwise) to the Company or any of its Subsidiaries for any obligations or liabilities of the parties hereto or any of their respective Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders under this Agreement or any Debt Commitment Letter or for any claim (whether in tort, contract or otherwise), based on, in respect of, or by reason of, the transactions contemplated hereby or by any Debt Commitment Letter, including any dispute arising out of or relating in respect any way to the performance of any oral representations made financing commitments, including the Debt Financing. The Company Related Parties hereby waive any and all claims and causes of action (whether in contract or alleged to be made in connection herewith. Notwithstanding any provision of this Agreementtort, in no event shall the Company, its Subsidiaries and its Affiliates and its and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (each, a “Company Related Party”), and the Company agrees (ilaw or in equity) that none of against the Financing Sources will have any liability to Company Related Party relating to or arising that may be based upon, arise out of or relate to this Agreement, the Debt Financing, the Debt Commitment Letter Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (ii) not to, and to cause its Company Related Parties not to, (x) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (y) seek to enforce the commitment against, make any claims for breach of including the Debt Commitment Letter against, or seek to recover monetary damages from, or otherwise sxx, the Financing Sources for any reason, whether in law or in equity, whether in contract or in tort or otherwise, including in connection with the Debt Commitment Letter or the obligations of Financing Sources thereunder. Nothing in this Section 8.14‎ shall in any way limit or qualify the obligations and liabilities of the parties to the Debt Commitment Letter to each other or in connection therewith. (Signature page follows) 108Financing).

Financing Sources. No The Company’s right to specific performance set forth in Section 11.10 or as provided in the Equity Financing Source Commitment with respect thereto, the Company’s right to receive payment of an amount up to the Parent Termination Fee from Parent, and the guarantee thereof pursuant to the Limited Guaranty (including in respect of any breach by Sponsor, Parent or Sub) shall have any liability to be the sole and exclusive remedy of the Company or any of its Subsidiaries for any obligations Representatives or liabilities of the parties hereto or for any claim Affiliates (whether in tort, contract or otherwise), based on, in respect of, or by reason ofcollectively, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Notwithstanding any provision of this Agreement, in no event shall the Company, its Subsidiaries “Seller Group” and its Affiliates and its and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (each, a “Company Related PartySeller Group Member”), and the Company agrees against (i) that the Non-Recourse Parent Parties, (ii) any Financing Source, or (iii) any of the respective former, current, or future Affiliates or Representatives of Parent’s Lenders (collectively, the “Parent Group” and each a “Parent Group Member”)), for all losses, claims or liabilities suffered by any Seller Group Member as a result of any breach of this Agreement by Parent or Sub or any breach of the other agreements contemplated hereby, including the Debt Commitment Letter or the Equity Financing Commitment by any person in the Parent Group party thereto, the failure of the Offer to be completed or the Merger to be consummated or in any other respect with respect to this Agreement or any other agreement contemplated hereby, and, upon payment of the Parent Termination Fee or monetary damages in an aggregate amount equal to the Parent Termination Fee paid by the Sponsor, Parent or Sub or any of their Subsidiaries, none of the Financing Sources will Parent Group Members shall have any further liability to Company Related Party or obligation relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter other agreements contemplated hereby or any of the transactions contemplated hereby or thereby under any theory or the performance of with respect to any services thereunderclaim, whether sounding in law or in equity, whether in contract . Without modifying or in tort or otherwise and (ii) not to, and to cause its Company Related Parties not to, (x) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (y) seek to enforce the commitment against, make any claims for breach of the Debt Commitment Letter against, or seek to recover monetary damages from, or otherwise sxx, the Financing Sources for any reason, whether in law or in equity, whether in contract or in tort or otherwise, including in connection with the Debt Commitment Letter or the obligations of Financing Sources thereunder. Nothing in this Section 8.14‎ shall qualifying in any way limit the preceding sentence or qualify implying any intent contrary thereto, for the obligations and liabilities avoidance of doubt, in no event shall any Seller Group Member be entitled to seek or obtain any other damages of any kind against any such Parent Group Member (including any of the parties Financing Sources), including consequential, special, indirect or punitive damages for, or with respect to, this Agreement or the Limited Guaranty or the transactions contemplated hereby and thereby (including, any breach by Parent or Sub), the termination of this Agreement, the failure to consummate the transactions contemplated by this Agreement or any claims or actions under applicable Law arising out of any such breach, termination or failure. Immediately following receipt by the Company of the Parent Termination Fee or monetary damages in an aggregate amount equal to the Debt Commitment Letter Parent Termination Fee paid by the Sponsor, Parent or Sub or any of their Subsidiaries, the Company shall cause all Seller Group Members to each other dismiss with prejudice any judicial or arbitral proceeding initiated by any of them with respect to this Agreement or the Limited Guaranty or the transactions contemplated hereby or thereby or the transactions contemplated hereby or thereby against any Parent Group Member. For the avoidance of doubt, in connection therewith. no event shall any Parent Group Member be subject to, nor shall any Seller Group Member, seek to recover, nor shall they accept, monetary damages in excess of the Parent Termination Fee (Signature page follows) 108it being understood that this limitation shall apply in the aggregate to the entire Seller Group).

Financing Sources. No Financing Source Subject to the Company’s right to specific performance to the extent set forth in Section 11.10, the Company’s right to receive payment of the Parent Termination Fee and such other amounts pursuant to Section 7.09(d) and Section 9.03(g) from Parent, and the guarantee thereof pursuant to the Limited Guarantee (including in respect of any breach by Sponsor, Parent or Sub), shall have any liability to be the sole and exclusive remedy of the Company or any of its Subsidiaries for any obligations Representatives or liabilities of the parties hereto or for any claim Affiliates (whether in tort, contract or otherwise), based on, in respect of, or by reason ofcollectively, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Notwithstanding any provision of this Agreement, in no event shall the Company, its Subsidiaries “Seller Group” and its Affiliates and its and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives (each, a “Company Related PartySeller Group Member”), and the Company agrees against (i) that none the Non-Recourse Parent Parties, (ii) any Financing Source, or (iii) any of the respective former, current, or future Affiliates or Representatives of the Financing Sources will (collectively, the “Parent Group” and each a “Parent Group Member”)), for all losses, claims or liabilities suffered by any Seller Group Member as a result of any breach of this Agreement by Parent or Sub or any breach of the other agreements contemplated hereby, including the Debt Commitment Letter, Limited Guarantee or the Equity Financing Commitment by any Person in the Parent Group party thereto, the failure of the Offer to be completed or the Merger to be consummated or in any other respect with respect to this Agreement or any other agreement contemplated hereby, and, subject to Section 11.11(e), upon payment of the Parent Termination Fee, none of the Parent Group Members shall have any further liability to Company Related Party or obligation relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter other agreements contemplated hereby or any of the transactions contemplated hereby or thereby under any theory or the performance of with respect to any services thereunderclaim, whether sounding in law or in equity, whether in contract . Without modifying or in tort or otherwise and (ii) not to, and to cause its Company Related Parties not to, (x) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Financing Source or (y) seek to enforce the commitment against, make any claims for breach of the Debt Commitment Letter against, or seek to recover monetary damages from, or otherwise sxx, the Financing Sources for any reason, whether in law or in equity, whether in contract or in tort or otherwise, including in connection with the Debt Commitment Letter or the obligations of Financing Sources thereunder. Nothing in this Section 8.14‎ shall qualifying in any way limit the preceding sentence or qualify implying any intent contrary thereto, for the obligations and liabilities avoidance of doubt, in no event shall any Seller Group Member be entitled to seek or obtain any other damages of any kind against any such Parent Group Member (including any of the parties Financing Sources), including consequential, special, indirect or punitive damages for, or with respect to, this Agreement or the Limited Guarantee or the transactions contemplated hereby and thereby (including, any breach by Parent or Sub), the termination of this Agreement, the failure to consummate the transactions contemplated by this Agreement or any claims or actions under applicable Law arising out of any such breach, termination or failure. Immediately following receipt by the Company of the Parent Termination Fee, the Company shall cause all Seller Group Members to dismiss with prejudice any judicial or arbitral proceeding initiated by any of them with respect to this Agreement or the Limited Guarantee or the transactions contemplated hereby or thereby or the transactions contemplated hereby or thereby against any Parent Group Member. For the avoidance of doubt, in no event shall any Parent Group Member be subject to, nor shall any Seller Group Member, seek to recover, nor shall they accept, monetary damages in excess of the Parent Liability Limitation (it being understood that this limitation shall apply in the aggregate to the Debt Commitment Letter to each other or entire Seller Group), except as set forth in connection therewith. (Signature page followsSection 7.09(d) 108and Section 9.03(g).