Common use of Non-Recourse Clause in Contracts

Non-Recourse. (a) Each party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agreesExcept as otherwise contemplated by ARTICLE XI, on behalf or in the case of itself claims against a Person in respect of such Person’s actual fraud: (i) this Agreement may only be enforced against, and its Related Parties, that all Proceedings, claims, obligations, liabilities any claim or causes cause of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the persons that are expressly identified as parties related to this Agreement or the applicable Transaction Document transactions contemplated hereby may only be brought against, the Parties; and (ii) except with respect to a Party (and then only to the extent of the specific obligations undertaken by such Party), in accordance with(i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, or Representative or Affiliate of the Company, Parent or either Merger Sub, and subject (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, or Representative or Affiliate of any of the foregoing shall have any liability (whether in Contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Parent or either Merger Sub under this Agreement for any claim based on, arising out of, or related to this Agreement or the terms and conditions transactions contemplated hereby. (b) Notwithstanding any provision of this Agreement and to the contrary: (i) in no event shall any Party or its 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 Transaction Financing Investor in connection with this Agreement, or (B) prior to the Closing, seek to enforce the commitments against, make any claims for breach of any Transaction Financing Agreement against, or seek to recover monetary damages from, or otherwise sue, any Transaction Financing Investor for the Transaction Financing Commitments in connection with this Agreement or the obligations of the Transaction Financing Investors for the Transaction Financing Commitments under the applicable Transaction Document. In furtherance Financing Agreement; it being agreed that the foregoing clauses (A) and (B) shall include the agreement not to commence (and, if commenced, agrees to dismiss or otherwise terminate, and not in limitation of the foregoingto assist) any action, and notwithstanding anything contained in this Agreementarbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, Financing Investor; and (ii) each party hereto covenants, agrees and acknowledgesParty, on behalf of itself and its respective Related PartiesAffiliates and Representatives, hereby (A) acknowledges that no recourse Transaction Financing Investor shall have any liability to such Party under this AgreementAgreement or for any claim made by such Party based on, any other Transaction Document in respect of, or any other document or certificate referenced herein or therein or in connection with any by reason of the transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other personhereby, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwisedispute relating to, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions offrom, the Confidentiality AgreementTransaction Financing Commitments, (iiB) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have waives any rights or claims against of any Debt Financing Source kind or nature (whether in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or in equity, in contract, in tort or otherwise; provided that ) such Party may have against any Transaction Financing Investor relating to this Agreement, the foregoing Transaction Financing Commitments or the transactions contemplated hereby. (iii) Nothing in this Section 11.16(b) shall not in any way limit or modify qualify the rights and obligations of Parent the Transaction Financing Investors for the applicable Transaction Financing Commitments and its affiliates to assert claims against the Debt Financing Sources pursuant other parties to the terms and conditions of Transaction Financing Commitments (or the Debt Commitment Letter and (iidefinitive documents related thereto) to each other thereunder or in connection therewith. Without limiting the foregoing, no Parent Related Party Transaction Financing Investor shall be responsible or liable for subject to any multiplespecial, consequential, indirect, special, statutory, exemplary punitive or punitive indirect damages which may be alleged as or damages of a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or tortious nature with respect to the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingby this Agreement.

Non-Recourse. Parent (a) Each party agrees, on behalf of itself and its Related Partiesthe Parent Persons), that all ProceedingsPCP Merger Sub, claimsMerger Sub, obligationsPCP and the Company (on behalf of itself and the Company Persons) hereby acknowledge and agree that, liabilities subject to Article VII and the last sentence of this Section 9.3, any claim, demand or causes cause of action (whether in Contract contract or in tort, in Law law or in equity or otherwiseequity, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or predicated on any other theory or doctrine, including alter ego or otherwisecognizable theory) that may be based upon, in respect of, arise under, out arises under or by reason of, be or is based on, connected withwith or otherwise relates in any manner to, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein Agreement or the transactions contemplated hereunder or thereunder hereby (including the Financing), (B) sale process and the negotiation, execution or and performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made or brought against only against (and are those solely of) the persons that are expressly identified as parties to this Agreement or the applicable Transaction Document and, in accordance witha Party, and subject to the terms no Person who is not a Party, including any past, present or future member, partner, equityholder, Affiliate or Agent of, and conditions of this Agreement any financial advisor or lender to, any Party, and the applicable Transaction Document. In furtherance any past, present or future member, partner, equityholder, Affiliate or Agent of, and not in limitation any financial advisor or lender to, any of the foregoingforegoing (collectively, “Nonparties”), shall have any liability or obligation in respect of any such claim, demand or cause of action and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, Parent (on behalf of itself and its respective Related Partiesthe Parent Persons), that no recourse under this AgreementPCP Merger Sub, Merger Sub, PCP and the Company (on behalf of itself and the Company Persons) hereby covenant never to bring any other Transaction Document such claim, demand or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had cause of action against any other personNonparty, including all such claims, demands and causes of actions being hereby released and the right to make or bring such claims, demands or causes of action being hereby knowingly, voluntarily and irrevocably forever waived. In furtherance of the foregoing, PCP and the Company (on behalf of itself and the Company Subsidiaries), hereby irrevocably releases from any Parent Related Party and any Company Related Partyliability, and no other personhereby knowingly, including voluntarily and irrevocably forever waives any Parent Related Party and right it has to bring any Company Related Partyclaim, shall have any liabilities demand or obligations cause of action (whether in Contract contract or in tort, in Law law or in equity or otherwiseequity, or granted by statute or otherwisepredicated on any other cognizable theory) against, whether each current and former director, officer and other Agent of PCP and the Company Group in respect of any act, failure to act or omission of such Person occurring prior to the Closing. Nothing in this Section 9.3 shall limit the common law liability of (a) any Equityholder or Knowledge Party for fraud in the event such Equityholder or Knowledge Party is finally determined by or through attempted piercing a court of competent jurisdiction to have willfully and knowingly committed fraud against Parent with the specific intent to deceive and mislead Parent, in the making by the Company and PCP of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed representations and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations warranties set forth in Section 7.02, Section 8.10 Article III and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance Article IV of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing Parent or any other transactions contemplated hereby equityholder thereof for fraud in the event Parent or therebyany such equityholder is finally determined by a court of competent jurisdiction to have willfully and knowingly committed fraud against the Company or PCP, whether at law with the specific intent to deceive and mislead the Company or equityPCP, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of making by Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter representations and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result warranties set forth in Article V of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agreesNotwithstanding anything to the contrary herein, on behalf and except, from and after the Closing, pursuant to the terms of itself the Escrow Agreement and its Related Partiesthe Indemnity Agreement, that all Proceedingsthis Agreement may only be enforced against, claims, obligations, liabilities and any claims or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance for breach of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, Agreement may only be made only against (and are those solely of) the persons Persons that are expressly identified as parties hereto and no other Person (including, without limitation, any Debt Financing Source and any Debt Financing Sources Related Party) shall have any liability for any obligations or liabilities of the parties to this Agreement or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, for any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations claim (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego contract or otherwise) for breach of this Agreement or in respect of any claims, causes of action, obligations oral representations made or liabilities arising under, out of, alleged to be made in connection with or related to the items in the immediately preceding clauses (A) through (D)herewith and, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms rights of Buyer and conditions ofits applicable Affiliates under the Debt Commitment Letter, the Confidentiality Agreementparties hereto and their former, (ii) against each Guarantor undercurrent and future Affiliates, partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and subject to the terms representatives, shareholders, members, successors and conditions ofassigns, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall not have any rights or claims against against, and agree not to commence (and if commenced agree to dismiss or otherwise terminate) any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing action or any other transactions contemplated hereby or therebyproceeding, whether at law or equity, in contract, in tort or otherwise; provided that , against any Debt Financing Source or Debt Financing Sources Related Party in connection with this Agreement, the foregoing shall not transactions contemplated hereby or the Debt Financing (including any dispute arising out of, or relating in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of to, the Debt Commitment Letter or the performance thereof) and (ii) no Parent Related Party neither the Company, Newport, ▇▇▇▇▇▇▇ nor any of their former, current or future Affiliates, partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives, shareholders, members, successors and assigns shall be responsible or liable for entitled to seek specific performance of any multiplerights of Buyer, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents Merger Sub or any other agreement referenced herein or therein or Affiliate thereof to cause the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingDebt Financing to be funded.

Non-Recourse. (a) Each party agreesExcept as expressly set forth herein, on behalf of itself this Agreement may only be enforced against, and its Related Parties, that all Proceedings, claims, obligations, liabilities any claim or causes cause of action based upon, arising out of or related to this Agreement may only be brought against, the Persons that are expressly named as parties to this Agreement. Except to the extent named as a party to this Agreement, and then only to the extent of the specific obligations of such parties set forth in this Agreement, no past, present or future shareholder, member, partner, manager, director, officer, employee, Affiliate, agent or representative of any party to this Agreement or successor or assignee of any of the foregoing will have any liability (whether in Contract or in contract, tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing ) for any of the corporaterepresentations, limited partnership warranties, covenants, agreements or limited liability company veil other obligations or liabilities of any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claimsclaim based upon, causes arising out of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, the TransactionsNOTHING IN THIS SECTION ‎12.17 SHALL LIMIT (I) ANY PERSON’S REMEDIES IN THE EVENT OF ACTUAL AND INTENTIONAL FRAUD MADE WITH RESPECT TO THIS AGREEMENT (OTHER THAN ANY CLAIM FOR EQUITABLE FRAUD, the Debt Financing or any other transactions contemplated hereby or therebyPROMISSORY FRAUD, whether at law or equityUNFAIR DEALINGS FRAUD OR ANY TORTS BASED ON NEGLIGENCE OR RECKLESSNESS) AGAINST THE PERSON WHO COMMITTED SUCH FRAUD, in contractOR (II) ANY PERSON’S LIABILITY IN THE EVENT OF ACTUAL AND INTENTIONAL FRAUD COMMITTED BY SUCH PERSON WITH RESPECT TO THIS AGREEMENT (OTHER THAN ANY CLAIM FOR EQUITABLE FRAUD, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiplePROMISSORY FRAUD, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the FinancingUNFAIR DEALINGS FRAUD OR ANY TORTS BASED ON NEGLIGENCE OR RECKLESSNESS), or the termination or abandonment of any of the foregoing.

Non-Recourse. Anything contained in this Agreement to the ------------ contrary notwithstanding (aexcept as provided below), Lender's recourse with respect to any claims arising under or in connection with this Agreement shall be limited solely to the interest of Manager in the Management Agreement, and none of (i) Each party agreesManager or any of its Affiliates, on behalf (ii) any Persons who presently or in the future own any direct ownership interest in Manager or any successor of itself and its Related PartiesManager (each a "Direct Beneficial Owner") or any affiliate thereof, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Manager or any Direct Beneficial Owner of any Affiliate thereof, or (iv) any partner, principal, officer, controlling person, beneficiary, trustee, advisor, shareholder, employee, agent, nominee, Affiliate or director of any Person described in clauses (i) through (iii) above shall be personally liable for the performance of any obligation hereunder or the payment of any amount due hereunder, provided, however, that all Proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing the foregoing limitation on the personal -------- ------- liability of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwisePersons described in clauses (i) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: through (Aiv) above shall not impair the validity of this Agreement, any other Transaction Document or any other agreement referenced herein or therein Agreement or the transactions contemplated hereunder right of Lender to enforce any of its rights or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated remedies hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained other Loan Documents upon the occurrence of a Cash Management Event as provided in this Agreement. Nothing contained herein shall release, impair or otherwise affect any other Transaction Document right, remedy or recourse Lender may have against Manager or Borrower with respect to (a) any fraud or bad faith or any other document material and intentional misrepresentation by Manager or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or Affiliates made in connection with any the transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreementhereby, (iib) against each Guarantor under, and subject to the terms and conditions of, the Guaranteebad faith waste by Manager, (iiic) against any misapplication of Rents following and during the Equity Financing Sources for specific performance continuance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a partyan Operative Event, or (vd) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions misapplication of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment proceeds of any of the foregoinginsurance policies required to be maintained by Borrower or Manager.

Non-Recourse. (a) Each party agreesExcept in the event of Fraud, on behalf of itself this Agreement and its Related Partiesthe Transaction Documents may only be enforced against, that all Proceedings, claims, obligations, liabilities and any claim or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be suit based upon, in respect arising out of, arise under, out or by reason of, be connected withrelated to this Agreement or the Transactions Documents, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Agreement or the Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each caseDocuments, may only be made only brought against (and are those solely of) the persons that are expressly identified as named parties to this Agreement or the applicable Transaction Document andDocuments, in accordance withas applicable, and subject then only with respect to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced specific obligations set forth herein or therein or otherwise with respect to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under named parties to this Agreement, any other Agreement or such Transaction Document (in all cases, as limited by the provisions of this Section 9.9). Except in the event of Fraud, no Person who is not a named party to this Agreement or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other personTransaction Document, including any Parent Related Party and past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, member, Affiliate, agent, attorney or representative of Buyer, the Company, Seller or any Company Related of their respective Affiliates (each a “Non-Recourse Party”), and no other person, including will have or be subject to any Parent Related Party and any Company Related Party, shall have any liabilities Liability or obligations indemnification obligation (whether in Contract contract or in tort, in Law or in equity or otherwise, ) under this Agreement or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D)such Transaction Document, it being expressly agreed and acknowledged that except in the event of Fraud, no personal liability or losses Liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, Non-Recourse Party for any Liabilities arising under, out of, in connection with or related to the items this Agreement or any Transaction Document (including any representation or warranty made in or in connection with this Agreement or any Transaction Document) or for any claim based on, in respect of, or by reason of this Agreement or any Transaction Document or its negotiation or execution; and each party hereto waives and releases all such Liabilities against any Non-Recourse Parties. Except in the immediately preceding clauses event of Fraud, to the maximum extent permitted by applicable law, each Party hereby (Aa) through waives and releases all such claims, causes of action, Liabilities and other obligations against any such Non-Recourse Parties, (D)b) waives and releases any and all claims, in each casecauses of action, except for claims rights, remedies, demands or actions that may otherwise be available to avoid or disregard the entity form of a Party or otherwise impose the Liability of a Party on any 60 Non-Recourse Party, whether granted by Legal Requirements or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise, and (1c) the Company, Parent or Sub, as applicable, may assert (subject, disclaims any reliance upon any Non-Recourse Party with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents and any representation or any other agreement referenced herein warranty made in, in connection with or therein as an inducement hereto or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingthereto.

Non-Recourse. (a) Each party agrees, on behalf All claims or Causes of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action Action (whether in Contract contract or in tort, in Law law or in equity or otherwiseequity, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) related in any manner to this Agreement, the Related Agreements, the Transaction or pre-Closing operations of the Business may be made only against (and are expressly limited to) the Persons that are expressly identified as Parties hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Transaction Document Person. No Person who is not a Contracting Party, including any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or representative of, and any other agreement referenced herein financial advisor or therein lender to, any of the foregoing (“Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute or based upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) for any Causes of Action or Liabilities arising under, out of, in connection with or related in any manner to this Agreement or the transactions contemplated hereunder Related Agreements or thereunder (including based on, in respect of, or by reason of this Agreement or the Financing), (B) the Related Agreements or their negotiation, execution execution, performance or breach; and, to the maximum extent permitted by Law, each Contracting Party waives and releases all such Causes of Action and Liabilities against any such Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, each Contracting Party disclaims any reliance upon any Non-Party Affiliates with respect to the performance of this Agreement, any other Transaction Document Agreement or any other agreement referenced herein the Related Agreements or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, Related Agreements. The Parties acknowledge and subject to agree that the terms and conditions Non-Party Affiliates are intended third-party beneficiaries of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments9.15. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) Notwithstanding anything that may be based upon, in respect of, arise under, out expressed or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained implied in this Agreement, any and other Transaction Document or any other document or certificate referenced herein or therein or otherwise to than in respect of Fraud, the contrary, each party hereto covenants, Company agrees and acknowledges, on behalf of itself and its respective Related Parties, acknowledges that no recourse under this Agreement, any other Transaction Document Agreement or any other document documents or certificate referenced herein or therein or instruments delivered in connection with any transactions contemplated hereby or thereby (including the Financing) this Agreement shall be sought or had against any other personformer, including current or future director, officer, employee, incorporator, Affiliate, member, manager, partner, equity holder, agent, attorney or representative of any Parent Related Party and Equityholder or any Company Related PartyAffiliate, and no other person, including successor or permitted assignee of any Parent Related Equityholder (excluding any Parent Equityholder who may be deemed to be a Non-Recourse Party and any Company Related Partyof another Parent Equityholder other than in its role as a Parent Equityholder itself) (collectively, shall have any liabilities or obligations (whether in Contract or in tort“Non-Recourse Parties”), in Law or in equity or otherwise, or granted by statute or otherwiseas such, whether by the enforcement of any assessment or through attempted piercing by any legal or equitable proceeding, or by virtue of the corporateany statute, limited partnership regulation or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D)applicable Law, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementionedNon-Recourse Parties, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, any Parent or Sub, as applicable, under, and subject to the terms and conditions of, Equityholder under this Agreement or any other Transaction Document to which such person is a party, documents or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source instruments delivered in connection with this AgreementAgreement for any claim based on, in respect of or by reason of such obligations or their creation, or otherwise by reason of this Agreement or its negotiation or execution or the Transactionstransactions contemplated hereby, and the Company (and at and following the Closing the Surviving Corporation) waives and releases all such liabilities, claims and obligations against any such Non-Recourse Parties. None of the Financing Sources will have any liability to Parent or its Affiliates relating to or arising out of this Agreement or the Debt Financing or any other transactions contemplated hereby or therebyFinancing, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in , and neither Parent nor any way limit of its Affiliates will have any rights or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions any of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged Financing Sources. Each of the Non-Recourse Parties is expressly intended as a result third party beneficiary of this provision of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. Subject to the terms of this Section 22.9, (a) Each party agreesthere shall be no recourse against any affiliates, on behalf stockholders, officers, directors, representatives or employees of itself and its Related Partiesthe Issuer (each a “Non-Recourse Party”), that all Proceedings, claims, obligations, liabilities for any payment due from the Issuer hereunder or causes of action (whether in Contract or in tort, in Law or in equity or otherwiseunder the Notes, or granted by statute or otherwise, whether by or through attempted piercing for the performance of any obligation of the corporate, limited partnership Issuer hereunder or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected withthereunder, or relate to: (A) this Agreement, for any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance breach of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made inby the Issuer hereunder or thereunder, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (Db) any failure the sole recourse of the transactions contemplated holders of Notes hereunder or under the Notes for any Transaction Document payment due from the Issuer hereunder or thereunder, or for the performance of any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation obligation of the foregoingIssuer hereunder or thereunder, or for any breach of any representation or warranty made by the Issuer hereunder or thereunder, shall be against the Issuer and notwithstanding anything its property and assets; provided, however, that nothing contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) Section 22.9 shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance in respect of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing underIssuer, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit affect or modify impair the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result validity of this Agreement, the other Transaction Documents Notes or any other agreement referenced herein Financing Document, (ii) in any way affect or therein impair the taking of any action permitted by law against the Issuer or the transactions contemplated hereunder or thereunder (including the Financing)any Non-Recourse Party, or (iii) in any way be deemed to release the termination Issuer or abandonment of any Non-Recourse Party from liability for its fraudulent actions, fraudulent misrepresentations, negligence or willful misconduct or (iv) in any way affect or impair the obligations and liabilities of the Issuer or any Non-Recourse Party in accordance with the terms of this Agreement, the Notes or any other Financing Document or any other agreement, instrument or document executed and delivered in connection herewith to which it is now or at any time hereafter a party. If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer. Very truly yours, MGE POWER ELM ROAD, LLC By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Manager The foregoing is hereby agreed to as of the date thereof. METROPOLITAN LIFE INSURANCE COMPANY, as Purchaser By /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Director The foregoing is hereby agreed to as of the date thereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, as Purchaser By /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Authorized Representative METROPOLITAN LIFE INSURANCE COMPANY ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ $25,000,000 All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: Reference: With sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. All notices and communications: Metropolitan Life Insurance Company Investments, Private Placements P. O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Director Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy (OTHER than with respect to deliveries of financial statements) to: Metropolitan Life Insurance Company P. O. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Chief Counsel - Securities Investments (PRIV) E-mail: ▇▇▇_▇▇▇▇▇▇_▇▇▇@▇▇▇▇▇▇▇.▇▇▇ Metropolitan Life Insurance Company Securities Investments, Law Department P. O. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Securities Department Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇ $25,000,000 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as: “MGE Power Elm Road, LLC, 5.04% Senior Secured Notes, Series A, due February 3, 2040, PPN 55296@ AA3, principal, premium or interest”) to: For the account of: Account No.

Non-Recourse. (a) Each party agreesExcept as expressly set forth in this Agreement or any other agreement entered into in connection with this Agreement, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action (whether in Contract contract or in tort, in Law or in equity or otherwiseequity, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) in any manner to this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of and the transactions contemplated by this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made made, only against (and such representations and warranties are those solely of) the persons Persons that are expressly identified as the parties to this Agreement or the applicable Transaction Document and, in accordance with, and subject Agreement. No Person who is not a party to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, including any other Transaction Document past, present or future director, officer, owner, parent, employee, incorporator, member, partner, manager, equityholder, Affiliate, agent, attorney, vendor, representative or assignee of, and any other document financial advisor or certificate referenced herein or therein or otherwise lender to, any party to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document past, present or certificate referenced herein future director, officer, owner, parent, employee, incorporator, member, partner, manager, direct or therein indirect equityholder, trustee, beneficiary, grantor, Affiliate, agent, attorney, vendor, representative or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other personassignee of, including any Parent Related Party and any Company Related Partyfinancial advisor or lender to, and no other personany of the foregoing (collectively, including any Parent Related Party and any Company Related Partythe “Nonparty Affiliates”), shall will have any liabilities or obligations liability (whether in Contract contract or in tort, in Law or in equity or otherwiseequity, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwisestatute) for any claims, causes of action, obligations obligations, or liabilities arising under, out of, in connection with with, or related in any manner to this Agreement or the transactions contemplated by this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach of this Agreement and the transactions contemplated by this Agreement, and, to the items in maximum extent permitted by Law, each party to this Agreement hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the immediately preceding clauses (A) through (D)foregoing, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D)maximum extent permitted by Law, in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, Party disclaims any reliance upon any Nonparty Affiliates with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a partyrepresentation or warranty made in, in connection with, or (v) against any parties as an inducement to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agreesThis Agreement may only be enforced against, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities any claims or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate to: (A) to this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as Parties, including entities that become a Party after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to Holdings, and then only with respect to the specific obligations set forth in this Agreement applicable to such Party, and no former, current or future equity holders, controlling Persons, directors, officers, employees, agents or Affiliates of any Party hereto or any former, current or future equityholder, controlling Person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non‑Recourse Party”) shall have any liability for any obligations or liabilities of the Parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any Party against the other Party, in no event shall any Party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non‑Recourse Party. To the extent permitted by Law, each Party hereby (a) waives and releases all such claims, causes of action, liabilities and other obligations against any such Non-Recourse Parties, (b) waives and releases any and all claims, causes of action, rights, remedies, demands or actions that may otherwise be available to avoid or disregard the entity form of a Party or otherwise impose the liability of a Party on any Non-Recourse Party, whether granted by law or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise, and (c) disclaims any reliance upon any Non-Recourse Parties with respect to the performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including and any representation or warranty made in, in connection with, with or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitmentshereto. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action All claims (whether in Contract or in tort, in Law or law, in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate to: (A) to this Agreement, any other Transaction Document Agreement or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution execution, performance or non-performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein Agreement (including any representation or warranty made in, in or in connection with, with this Agreement or as an inducement to, to enter into this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made by any party hereto only against (and are those solely of) the persons Persons that are expressly identified as parties hereto. No Person that is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement or the applicable Transaction Document and, in accordance with, and subject that is not itself a named party to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing“Non-Party Affiliates”) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations liability (whether in Contract or in tort, in Law or law, in equity or otherwise, or granted by statute based upon any theory that seeks to impose liability of an entity party against its owners or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwiseAffiliates) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items this Agreement or for any claim based on, in the immediately preceding clauses (A) through (D)respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto waives and releases, on behalf of itself and its respective direct or indirect, former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates, Representatives or assignees, all such liabilities, claims and obligations against any such Non-Party Affiliates; it being expressly agreed and acknowledged understood that no personal liability or losses whatsoever the foregoing shall attach to, be imposed on or otherwise be incurred by not restrict any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Company or Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject pursuant to the terms and conditions of, of the Confidentiality Agreement. Nothing in this Section 8.15, (iia) against each Guarantor under, and subject to precludes the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, parties hereto from exercising any rights under this Agreement or any other Transaction Document to which such person is they are specifically a party, party or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. an express third party beneficiary thereof or (b) Notwithstanding anything to limits the contrary herein or otherwise, (i) no Company Related liability of any Non-Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or Affiliates under any other transactions contemplated hereby Transaction Document to which they are specifically a party. This Section 8.15 is subject to, and does not alter the scope or therebyapplication of, whether at law or equity, in contract, in tort or otherwise; provided Section 8.15. The parties hereto acknowledge and agree that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Non-Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result Affiliates are intended third-party beneficiaries of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingSection 8.15.

Non-Recourse. Subject in all cases to the provisions of Section 11: (a) Each party agreesThis Agreement and the Ancillary Agreements may only be enforced against, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities any claim or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be suit based upon, in respect arising out of, arise under, out or by reason of, be connected withrelated to this Agreement or the Ancillary Agreements, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this AgreementAgreement or the Ancillary Agreements, may only be brought against the named parties to this Agreement or such Ancillary Agreements and then only with respect to the specific obligations set forth herein and therein with respect to the named parties to this Agreement or such Ancillary Agreements (in all cases, as limited by the provisions of Section 11). No Person who is not a named party to this Agreement or the Ancillary Agreements, including any other Transaction Document past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of the Company, the Sellers or any of their respective Affiliates, will have or be subject to any liability or indemnification obligation (whether in contract, tort or otherwise) to the Buyer or any other agreement referenced herein Person resulting from (nor will the Buyer have any claim with respect to) (i) the distribution to the Buyer, or therein (including the Buyer’s use of, or reliance on, any representation information, documents, projections, forecasts or warranty other material made inavailable to the Buyer in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in connection with, or as an inducement to, the transactions contemplated by this Agreement, any other Transaction Document or such other agreement), (Cii) any breach claim based on, in respect of, or violation of this Agreementby reason of, any other Transaction Document or any other agreement referenced herein or therein the sale and (D) any failure purchase of the transactions contemplated hereunder Company, including any alleged non-disclosure or under misrepresentations made by any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummatedsuch Persons, in each case, regardless of the legal theory under which such liability or obligation may be made only against (and are those solely of) the persons that are expressly identified as parties sought to this Agreement or the applicable Transaction Document andbe imposed, whether sounding in accordance withcontract, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity tort or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or in equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and each party hereto waives and releases all such liabilities and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingsuch Persons.

Non-Recourse. (a) Each party agreesThis Agreement may only be enforced against, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) Proceeding that may be based upon, in respect ofupon or under, arise under, out or by reason of, be connected with, of or relate to: (A) to this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may only be made only against (and are those solely of) against, the persons entities that are expressly identified as parties hereto; provided that the foregoing shall not be deemed to limit any enforcement against, or any Proceeding against, any Person that is expressly identified as a party to the Confidentiality Agreement, the Clean Team Agreement, the Guaranty or the Equity Commitment Letter, in each case, pursuant to and in accordance with the terms thereof. No Parent Related Party or Company Related Party (other than Parent, Merger Sub and the Company to the extent set forth in this Agreement and any other Person that is expressly identified as a party to the Confidentiality Agreement, the Clean Team Agreement, the Guaranty or the Equity Commitment Letter, to the extent set forth in such agreement or document) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or the applicable Transaction Document andfor any Proceeding (whether at law, in accordance withequity, and subject to in tort, in contract or otherwise) based on, in respect of, or by reason of, the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall in respect of any oral representations made or alleged to be sought made in connection herewith. Nothing in Section 8.3, this Section 9.14 or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil Section 9.15 or any other theory provision of this Agreement shall (i) limit the liability or doctrineobligations of the Financing Sources to Parent and its Affiliates (and its or their permitted successors and assigns, including alter ego the Company as the Surviving Corporation and its Subsidiaries, after giving effect to the Merger) under the Debt Commitment Letters or otherwisethe definitive agreements related thereto or (ii) for operate as a waiver by Parent or any of its Affiliates (or its or their permitted successors or assigns, including the Company as the Surviving Corporation or any of its Subsidiaries, after giving effect to the Merger) of any claims, causes of action, obligations or liabilities losses arising under, out of, in connection with thereunder or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitmentsthereto. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agreesSubject to the last sentence of this Section 14.21, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action (whether in Contract tort or in tortcontract, in Law law or in equity or otherwiseequity, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out of or by reason of, be connected within respect of, or otherwise relate to: (A) , this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution execution, performance or performance breach of this Agreement, any other Transaction Document or any other agreement referenced herein or therein Agreement (including any representation or warranty made in, or alleged to have been made in or in connection with, with this Agreement or as an inducement to, to enter into this Agreement, any other Transaction Document ) or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder hereby (each of such above-described legal, equitable or under any Transaction Document other theories or any other agreement referenced herein or therein (including the Financing) to be consummatedsources of liability, in each casea “Recourse Theory”), may only be made only or asserted against (and are those solely of) expressly limited to), the persons Persons that are expressly identified named as parties hereto. Subject to the last sentence of this Section 14.21, no Person that is not a named party to this Agreement or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Purchaser Related Party other than the Purchaser, VCVH Intermediate, VCVH Holding II and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, Purchaser LLC) shall have any liabilities or obligations liability (whether in Contract tort or in tortcontract, in Law law or in equity or otherwiseequity, or granted by statute based upon any theory that seeks to impose liability of a Person against its owners or otherwiseaffiliates, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, liabilities or obligations or liabilities arising under, out in respect of, in connection with based upon or related arising out of any Recourse Theory. Subject to the items last sentence of this Section 14.21, in no event shall the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability Parent or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of its Affiliates, or any Person claiming through or on behalf of any of them, institute any Proceeding under or based upon any Recourse Theory against any Purchaser Related Party other than the aforementionedPurchaser, as suchVCVH Intermediate, arising under, out of, VCVH Holding II and Purchaser LLC. Nothing in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party 14.21 shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify qualify the rights obligations and obligations liabilities of Parent and its affiliates to assert claims against (i) the Debt Financing Sources pursuant parties to the terms and conditions of the Debt Commitment Letter and Letters to each other or (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result the Purchaser Guarantor to the extent of this Agreement, its obligations expressly set forth in the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingLimited Guarantee.

Non-Recourse. (a) Each party agreesThis Agreement may only be enforced against, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities any claims or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate to: (A) to this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, Agreement may only be made only against (and are those solely of) the persons entities that are expressly identified as parties to this Agreement hereto and none of the Company’s, Parent’s or the applicable Transaction Document andMerger Sub’s former, current and future Affiliates, assignees, stockholders, limited partners, controlling persons, directors, officers, employees, agents, attorneys or any other Representatives (including, in accordance withthe case of Parent, any of the Guarantor Parties or any of their Representatives or any Debt Financing Source Party) (collectively, the “Non-Recourse Parties”) (other than the Guarantor to the extent provided in and subject to the terms of the Guarantee or the Equity Commitment Letter) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Without limiting the rights of (x) the Company against Parent or Merger Sub or (y) Parent and conditions Merger Sub against the Company, in no event shall any Party or any of its Affiliates, and each Party agrees not to and to cause its Affiliates not to, seek to enforce this Agreement against, make any claims for breach of this Agreement and against, or seek to recover monetary damages from, any Non-Recourse Party affiliated with the applicable Transaction Document. In furtherance and not other Party (other than, in limitation the case of the foregoingCompany, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees extent provided in and acknowledgessubject to the terms of the Guarantee or the Equity Commitment Letter). (b) The Company, on behalf of itself and its respective Subsidiaries and controlled Affiliates, (a) agrees that none of the Debt Financing Source Parties will have any liability to the Company or any Company Related PartiesParty, that no recourse under relating to or arising out of this Agreement, any other Transaction Document the Debt Financing or any other document or certificate referenced herein or therein or in connection with any of the transactions contemplated hereby or thereby (including or the Financing) shall be sought or had against performance of any other personservices thereunder, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract law or in tortequity, whether in Law contract or in equity tort or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): b) (i) against waives any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any all rights or claims against any Debt Financing Source Party in connection with this Agreement, the TransactionsDebt Financing or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or equity, contract, tort or otherwise, and (ii) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any proceeding or legal or equitable action against any Debt Financing Source Party in connection with this Agreement, the Debt Financing or any other of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby, whether at law thereby or equity, the performance of any services thereunder Agreement (it being understood that nothing in contract, in tort or otherwise; provided that the foregoing this Section ‎10.14 shall not in any way limit or modify the rights and or obligations of Parent and its affiliates under this Agreement, or any of the parties to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter, Fee Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other definitive agreement referenced herein or therein or entered into in connection with the transactions contemplated hereunder or thereunder (including the Debt Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. This Agreement may only be enforced against, and any Legal Proceeding based upon, arising out of or related to this Agreement may only be brought against, the Persons that are expressly named as parties to this Agreement. Except to the extent named as a Party to this Agreement, and then only to the extent of the specific obligations of such Parties set forth in this Agreement, no past, present or future shareholder, member, partner, manager, director, officer, employee, Affiliate, agent or advisor of any Party to this Agreement or any Conveyed Entity, nor any past, present or future shareholder, member, partner, manager, director, officer, employee, Affiliate, agent or advisor of any of the foregoing (a) Each party agreescollectively, on behalf of itself and its Related the “Non-Parties”), that all Proceedings, claims, obligations, liabilities or causes of action will have any Liability (whether in Contract or in contract, tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing ) for any of the corporaterepresentations, limited partnership warranties, covenants, agreements or limited liability company veil other obligations or Liabilities of any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document andfor any Legal Proceeding based upon, in accordance with, and subject arising out of or related to the terms and conditions of this Agreement and the applicable Transaction Documenteach Party hereby irrevocably waives and releases all such Liabilities or rights in any Legal Proceedings against any such Non-Party. In furtherance and not in limitation None of the foregoingConveyed Entities, and notwithstanding anything contained in this Agreement, any other Transaction Document Vendor or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its their respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party Affiliates shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or therebythe Transactions, whether at law Law or equity, in contractContract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights any Debt Financing Source’s Liabilities and obligations of Parent and its affiliates to assert claims against the Conveyed Entities after the Closing under any definitive agreements with respect to the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. Anything contained in this Agreement to the contrary notwithstanding (aexcept as provided below), Lender's recourse with respect to any claims arising under or in connection with this Agreement shall be limited solely to the interest of Manager in the Management Agreement, and none of (i) Each party agreesManager or any of its Affiliates, on behalf (ii) any Persons who presently or in the future own any direct ownership interest in Manager or any successor of itself and its Related PartiesManager (each, a "Direct Beneficial Owner") or any affiliate thereof, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Manager or any Direct Beneficial Owner of any Affiliate thereof, or (iv) any partner, principal, officer, controlling person, beneficiary, trustee, advisor, shareholder, employee, agent, nominee, Affiliate or director of any Person described in clauses (i) through (iii) above shall be personally liable for the performance of any obligation thereunder or the payment of any amount due hereunder; provided, however, that all Proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing the foregoing limitation on the personal liability of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwisePersons described in clauses (i) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: through (Aiv) above shall not impair the validity of this Agreement, any other Transaction Document or any other agreement referenced herein or therein Agreement or the transactions contemplated hereunder right of Lender to enforce any of its rights or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated remedies hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained other Loan Documents upon the occurrence of a Cash Management Event as provided in this Agreement. Nothing contained herein shall release, impair or otherwise affect any other Transaction Document right, remedy or recourse Lender may have against Manager or Borrower with respect to (a) any fraud or bad faith or any other document material and intentional misrepresentation by Manager or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or Affiliates made in connection with any the transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other personhereby, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.bad

Non-Recourse. (a) Each party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities Any claim or causes cause of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the persons that are expressly identified as parties related to this Agreement or the applicable other Transaction Document and, in accordance with, Documents may only be brought against the entities that are expressly named as parties hereto or thereto and then only with respect to the specific obligations of such 86 party and subject to the terms terms, conditions and conditions of limitations set forth herein. Except to the extent a named party to this Agreement or the other Transaction Documents (and then only to the applicable extent of the specific representations, warranties, or other obligations undertaken by such named party in this Agreement or such other Transaction Document. In furtherance , as applicable, and not in limitation of the foregoingotherwise), and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Buyer Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations Liability (whether in Contract or in contract, tort, in Law or in equity or otherwisefraud, or granted by statute or otherwiseequity, whether by or through attempted piercing of the corporatestrict liability, limited partnership or limited liability company veil or any other theory or doctrineapplicable Laws, including alter ego or otherwise) for any claimsone or more of the representations, causes of actionwarranties, covenants, agreements or other obligations or liabilities Liabilities of the Buyer or of Virtus Parent under this Agreement or other Transaction Document (whether for indemnification or otherwise) of or for any claim based on, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or the Transaction. Each of the Sellers’ Representative, the Sellers, the Beneficial Owners and the Company on behalf of themselves, their respective Affiliates and any Person claiming by, through, or on behalf of the Sellers’ Representative, the Sellers, the Beneficial Owners, the Company, or their respective Affiliates covenants and agrees that it shall not institute, and shall cause its Affiliates and their respective Representatives not to bring, make or institute any action, claim, proceeding (whether based in contract, tort, fraud, equity, strict liability, other agreement referenced applicable Laws or otherwise) arising under or in connection with this Agreement, the other Transaction Documents, or the Transaction against any of Buyer Related Parties and that none of Buyer Related Parties shall have any Liability or obligations (whether based in contract, tort, fraud, equity, strict liability, other applicable Laws, or otherwise) to the Sellers’ Representative, the Sellers, the Company, any of their respective Affiliates, or any of their respective Representatives claiming by, through, or on behalf of the Sellers’ Representative, the Sellers, the Beneficial Owners, the Company, or any of their respective successors, heirs or representatives thereof arising out of or relating to this Agreement, the other Transaction Documents, the Transaction, other than in each case, the Buyer to the extent provided herein or therein or and subject to the transactions contemplated hereunder or thereunder (including limitations set forth herein and therein. Without limiting the Financing), or the termination or abandonment of any generality of the foregoing, to the maximum extent permitted or otherwise conceivable under applicable Laws (and subject only to the specific contractual provisions of this Agreement and the other Transaction Documents), the Company, the Sellers, the Beneficial Owners and the Sellers’ Representative on behalf of themselves, their respective Affiliates, and any Person claiming by, through or on behalf of the Company, the Sellers, the Beneficial Owners and the Sellers’ Representative and their respective Affiliates hereby waives, releases and disclaims any and all rights in respect of any such actions, claims, proceedings, obligations and Liabilities.

Non-Recourse. Except for any claim or cause of action arising under or related to any letter of transmittal or documentation delivered in connection with payment of Merger Consideration through DTC, and any remedy against the Guarantor with respect to its obligations and liabilities expressly provided for under the Limited Guarantee and any remedy against the Equity Financing Sources with respect to their obligations and liabilities expressly provided for under the Equity Commitment Letter, any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought against Persons that are expressly named as Parties, and then only with respect to the specific obligations set forth herein. Except for any liability or obligation arising under or related to any letter of transmittal or documentation delivered in connection with payment of Merger Consideration through DTC, and any remedy against the Guarantor with respect to its respective obligations and liabilities expressly provided for under the Limited Guarantee and any remedy against the Equity Financing Sources with respect to their obligations and liabilities expressly provided for under the Equity Commitment Letter, no former, current or future direct or indirect equityholders, controlling Persons, stockholders, directors, officers, employees, members, managers, agents, trustees, Affiliates, general or limited partners or assignees of the Parties (aexcept permitted assignees under Section 9.4) Each party agreesor of any former, current or future direct or indirect equityholder, controlling Person, stockholder, director, officer, employee, member, manager, agent, trustee, Affiliate, general or limited partner or assignee of any of the foregoing (collectively, but for the avoidance of doubt excluding the Parties) will have any liability or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities of any Party under this Agreement or for any Proceeding based on, in respect of, or by reason of, the transactions contemplated by this Agreement, including the Merger (including the breach, termination or failure to consummate any of the transactions contemplated by this Agreement, including the Merger), in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable Proceeding, by virtue of any statute, regulation or applicable Law or otherwise and whether by or through attempted piercing of the corporate or partnership veil, by or through a claim by or on behalf of itself a Party hereto or another Person or otherwise. Notwithstanding any other provision herein, no Financing Source (other than the Equity Financing Sources in accordance with the Equity Commitment Letter and its Related PartiesLimited Guarantee) nor any Affiliate of any Financing Source (other than Parent, that all ProceedingsMerger Sub and Guarantor in accordance with the Equity Commitment Letter and Limited Guarantee), claimsnor any officer, obligationsdirector, liabilities employee, agent, controlling person, advisor or causes other representative of action the foregoing or any successor or permitted assign of any of the foregoing, shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with the Financing, the transactions contemplated hereby, or with respect to any activities related to the Financing. In addition, notwithstanding anything to the contrary in this Agreement, in no event will HPIP be subject to or liable for (whether in Contract or in tortat law, in Law or equity, in equity contract, tort or otherwise, or granted by statute or otherwise, and whether by or through attempted piercing of the corporate, limited partnership or limited liability company or partnership veil or directly or indirectly through any other Person) any monetary damages to the Partnership, the Partnership GP or any of their respective Affiliates or any other theory Person, for any damages, liabilities or doctrineother adverse consequences incurred by the Partnership, including alter ego the Partnership GP or otherwise) that may be based upon, in respect of, arise under, out any of their respective Affiliates or any of its or their respective Representatives or any other Person for any breach by reason of, be connected with, or relate to: (A) HPIP of this Agreement, and the Partnership, the Partnership GP and their respective Affiliates shall not otherwise be entitled to make any other Transaction Document claim against HPIP, and HPIP shall have no further liability to the Partnership, the Partnership GP or any of their respective Affiliates or any other agreement referenced herein or therein or Person therefor, except that the transactions contemplated hereunder or thereunder (including Partnership and the Financing), (B) the negotiation, execution or Partnership GP shall be entitled to seek specific performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein the Limited Guarantee and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummatedEquity Commitment Letter, in each case, may be made as and only against (and are those solely of) the persons that are expressly identified as parties to this Agreement or the applicable Transaction Document and, in accordance with, and subject to the terms extent permitted hereunder and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitmentsthereunder. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agreesAnything contained in any provision of this Loan Agreement, on behalf of itself and its Related Partiesthe Mortgage, that all Proceedingsthe Regulatory Agreement, claims, obligations, liabilities the Borrower’s Tax Certificate or causes of action (whether in Contract or in tortthe Note notwithstanding, in Law the event of any proceeding to foreclose the Mortgage or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing otherwise to enforce the provisions of the corporateNote, limited partnership this Loan Agreement, the Mortgage or limited liability company veil the Regulatory Agreement after Stabilization, neither the Issuer, nor the Trustee or other holder of the Note (collectively, the “Noteholder”), nor any Owner of Bonds, nor any beneficiary of the Mortgage shall be entitled to take any action to procure any personal money judgment or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document deficiency decree against the Borrower or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure partner of the transactions contemplated hereunder Borrower or its or their heirs, personal representatives, successors and assigns, it being understood and agreed that recourse hereon and under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummatedMortgage, in each case, may be made only against (and are those solely of) the persons that are expressly identified as parties to this Agreement or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Regulatory Agreement and the applicable Transaction Document. In furtherance and not in limitation Note shall, following Stabilization, be limited to the assets of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise Borrower that are the security from time to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, time provided with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 Note and this Section 8.11): (i) against any person that is party Loan Agreement; provided, however, nothing herein contained shall limit or be construed to limit or impair the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) enforcement against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement Project or any other Transaction Document additional security as may from time to which such person is a party, or (v) against any parties time be given to the Voting Agreements under, and subject to beneficiary hereof as security for the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions performance of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Loan Agreement, the TransactionsMortgage, the Debt Financing Regulatory Agreement, the Borrower’s Tax Certificate, the Note, or any other transactions contemplated hereby instrument now or therebyhereafter securing the Note or this Loan Agreement, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations remedies of Parent the Trustee or the beneficiary, its successors and its affiliates to assert claims against assigns, under this Loan Agreement, the Debt Financing Sources pursuant Mortgage, the Regulatory Agreement, the Tax Agreement or the Note or any other instruments. Notwithstanding the foregoing, the provisions of this Section shall be null and void and have no force and effect to the terms and conditions extent of any loss suffered by the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible Issuer, the Trustee, any Bondholder or liable for any multiple, consequential, indirect, special, statutory, exemplary beneficiary of or punitive damages which may be alleged the trustee under the Mortgage as a result of this Agreementthe Borrower’s: (a) committing any act of fraud; (b) misapplication of any condemnation award or casualty insurance proceeds; (c) failure to apply the revenues of the Project in the manner and for the purposes provided in the Bond Documents, whether before or after an Event of Default; or (d) violation of any environmental laws. Nothing herein shall be deemed to prohibit the naming of the Borrower in an action to realize upon the remedies provided herein either at law or in equity, subject to the foregoing limitation against a personal money judgment or deficiency decree against the Borrower, the other Transaction partners of the Borrower or their heirs, personal representatives, successors and assigns, or to prohibit the naming of any person in any action to realize upon the remedies provided in the General Partner Documents or any other agreement referenced herein or therein guaranty given in favor of the Issuer, the Trustee or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingServicer.

Non-Recourse. (a) Each party agreesThis Agreement may only be enforced against, on behalf of itself and its Related Partiesany claim, that all Proceedingsaction, claims, obligations, liabilities suit or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be legal proceeding based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate to: (A) related to this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any other Transaction Document party hereto or of any Affiliate of any party hereto, or any other agreement referenced herein of their successors or therein (including permitted assigns, shall have any representation liability for any obligations or warranty made inliabilities of any party hereto under this Agreement or for any claim or action based on, in connection with, respect of or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure by reason of the transactions contemplated hereunder or under hereby. For the avoidance of doubt, Seller, the Company and their Affiliates shall not have any Transaction Document liability to the Lenders or any other agreement referenced herein or therein (including the Financing) to be consummated, financing source in each case, may be made only against (and are those solely of) the persons that are expressly identified as parties to this Agreement or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation respect of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source or their respective Affiliates or representatives in connection with this Agreement, the TransactionsDebt Financing Commitment, or the transactions contemplated hereby or thereby. Further, subject to the rights of the parties to the Debt Financing Commitment or other definitive documents with respect to the Debt Financing, under the terms thereof, each party hereto (on behalf of itself and its Affiliates), solely in their respective capacities as parties to this Agreement, agrees not to commence any action or proceeding against any of the Lenders or financing source in respect of the Debt Financing or their respective Affiliates or representatives in connection with this Agreement or any other Debt Financing Commitment, or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each Notwithstanding anything to the contrary in this Agreement, each party acknowledges and agrees, on behalf of itself and its Related PartiesParties that this Agreement and the other Transaction Documents may only be enforced against, that all Proceedings, claims, obligations, liabilities or causes of action and any Proceeding (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claimsbreach (whether willful, causes of actionintentional (including an Intentional Breach), obligations unintentional or liabilities arising underotherwise), out ofloss, liability, damage or otherwise in connection with with, relating to or related to arising out of this Agreement and the items in transactions contemplated hereby may only be brought against the immediately preceding clauses (A) through (D), it being entities that are expressly agreed named as parties hereto or thereto and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, then only with respect to the following clauses (ii) and (iii), in all respects to the limitations specific obligations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party herein or therein with respect to the Confidentiality Agreement undersuch party, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, undersolely in accordance with, and subject to the terms and conditions of, this Agreement or such Transaction Document, as applicable. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, (a) no (i) Affiliate of Parent, Merger Sub, any Guarantor or the Company, or (ii) former, current or future officers, employees, directors, partners, shareholders, equity holders, managers, members, clients, attorneys, agents, advisors or other representatives of Parent, Merger Sub, any Guarantor, or the Company or of any such Affiliate (each Person set forth in clauses (i) or (ii), other than Parent, Merger Sub or the Company, a “Non-Recourse Party”), except as specifically provided in this Section 10.14, shall have any loss, liability or damage for any loss, liability or damage of any party hereto or thereto under this Agreement or any other Transaction Document to which such person is a partyor for any claim or Proceeding (whether in Contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) in connection with, relating to or arising out of this Agreement and the transactions contemplated hereby, and (b) each party covenants and agrees that no monetary damages of any kind, including consequential, indirect, or punitive damages, shall be sought or had from any Non-Recourse Party in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby, except in each case under the preceding clauses (a) and (b) above, for claims that the Company may assert (subject in all respects to the limitations set forth in Section 9.2 and Section 10.4) (v) against any parties the counterparties of the Company to the Voting Agreements underand Rollover Agreement, solely in accordance with, and subject to the terms and conditions of, such agreement, (w) against the counterparties of the Company to the Confidentiality Agreements, solely in accordance with, and subject to the terms and conditions of, the Voting Agreementsapplicable Confidentiality Agreement, (x) against the Guarantors, solely in accordance with, and (2) Parent and its affiliates may assert against the Financing Sources pursuant subject to the terms and conditions of of, the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwiseapplicable Guarantee, (iy) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant Equity Investors, solely in accordance with, and subject to the terms and conditions of, the Equity Commitment Letters for specific performance of the Debt obligation of the Equity Investors to fund their commitment under the Equity Commitment Letter Letters, solely in accordance with, and subject to the terms and conditions of, the Equity Commitment Letters, or (iiz) no against Parent Related and Merger Sub, solely in accordance with, and subject to the terms and conditions of, this Agreement. The provisions of this Section 10.14 are intended to be for the benefit of, and enforceable by the Non-Recourse Parties and each such Non-Recourse Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result an intended third-party beneficiary of this Agreement, Section 10.14. Each of the other Transaction Documents or any other agreement referenced herein or therein or parties acknowledges and agrees that the agreements contained in this Section 10.14 are an integral part of the transactions contemplated hereunder or thereunder (including hereby and that, without these agreements, the Financing), or the termination or abandonment of any of the foregoingparties would not enter into this Agreement.

Non-Recourse. (a) Each party hereto agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action Actions (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, with or relate in any manner to: (Aa) this Agreement, any of the other Transaction Document Documents or any other agreement referenced herein or therein or of the transactions contemplated hereunder or thereunder (including the Financing), ; (Bb) the negotiation, execution or performance of this Agreement, Agreement or any of the other Transaction Document or any other agreement referenced herein or therein Documents (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, Agreement or any of the other Transaction Document or such other agreementDocuments), ; (Cc) any breach or violation of this Agreement, Agreement or any of the other Transaction Document or any other agreement referenced herein or therein Documents and (Dd) any failure of any of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein thereunder (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the persons Persons that are are, in the case of this Agreement, expressly identified as parties to this Agreement or Agreement, and in the applicable case of the other Transaction Document andDocuments, Persons expressly identified as parties to such Transaction Documents and in accordance with, and subject to the terms and conditions of of, this Agreement and the applicable or such Transaction DocumentDocuments, as applicable. In furtherance and not Notwithstanding anything in limitation this Agreement or any of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise Documents to the contrary, except for Designated Claims, each party hereto covenants, agrees and acknowledgesagrees, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, Agreement or any of the other Transaction Document or any other document or certificate referenced herein or therein Documents or in connection with any of the transactions contemplated hereby or thereby hereunder (including the Financing) shall or under any other Transaction Document will be sought or had against any other personPerson, including any Parent Related Party and any Company Debt Financing Sources Related Party, and no other personPerson, including any Parent Related Party and any Company Debt Financing Sources Related Party, shall will have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) ), for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (Aa) through (Dd), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (Aa) through (Dd), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) . Notwithstanding anything to the contrary herein in this Agreement or otherwiseany of the other Transaction Documents, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall will be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which that may be alleged as a result of this Agreement, Agreement or any of the other Transaction Documents or any other agreement referenced herein or therein or of the transactions contemplated hereunder or thereunder (including the Financing), or the valid termination or abandonment of any of the foregoing; (ii) subject to Section 7.3 hereof, no Company Related Party or Parent Related Party will be responsible or liable for any multiple, special, statutory, exemplary or punitive damages that may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereunder or thereunder (including the Financing), or the valid termination or abandonment of any of the foregoing; provided that notwithstanding the foregoing or anything to the contrary herein the Company shall have the right to seek damages based on loss of the economic benefits of the transactions contemplated by this Agreement, including loss of premium, on behalf of holders of Shares, and (iii) Parent and Merger Sub shall be entitled to bring claims and causes of action against the Debt Financing Sources related to or arising from the Debt Commitment Letter and the Debt Financing. 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Non-Recourse. (a) Each party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action All Claims (whether in Contract contract or in tort, at law or in equity) that may be based upon, arise out of or relate to this Agreement or the other Ancillary Documents, or the negotiation, execution or performance of this Agreement or the other Ancillary Documents (including any representation or warranty made in or in connection with this Agreement or the other Ancillary Documents or as an inducement to enter into this Agreement or the other Ancillary Documents) may be made only against the entities that are expressly identified as parties hereto and thereto and that are signatories hereto and thereto. Except to the extent named as a party and to the extent a signatory to this Agreement or any other Ancillary Document (then only to the extent of the specific obligations of such parties set forth in this Agreement or such other Ancillary Document), no Purchaser Related Party or Seller Related Party shall have any Liability (whether in contract or in tort, in Law or in equity or otherwiseequity, or granted by statute based upon any theory that seeks to impose Liability of an entity party against its owners or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwiseaffiliates) for any claims, causes of action, obligations or liabilities Liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or such other Ancillary Document or any other Transaction Document to which such person is a partytransactions contemplated hereby or thereby or for any claim based on, in respect of, or by reason of this Agreement or such other Ancillary Document (v) as the case may be), the transactions contemplated hereby and thereby or the negotiation or execution hereof or thereof; and each party waives and releases all such Liabilities, claims and obligations against any parties to Purchaser Related Party or Seller Related Party. The Purchaser Related Parties and the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions Seller Related Parties are expressly intended as third-party beneficiaries of the Financing Commitmentsthis provision of this Section 10.17. (b) Notwithstanding anything to the contrary herein or otherwiseWithout limiting clause (a) above, (i) no Company Related Party shall have and without limiting any rights or claims Purchaser may have against any Debt Financing Source under the Debt Financing Commitment Letter, notwithstanding anything to the contrary in connection with this Agreement, no Debt Financing Source shall have any Liability to Seller, the TransactionsSeller Related Parties, the Group Companies or any of their respective Affiliates for any obligations or Liabilities of Purchaser or for any claim (whether at law or in equity, tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Without prejudice to the Target Companies’ rights in Section 6.23(b), in no event shall Seller, the Seller Related Parties, the Group Companies or any of their respective Affiliates (i) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Debt Financing Source or (ii) seek to enforce the Debt Financing or the Debt Financing Commitment Letter against, make any other transactions contemplated hereby claims for breach of the Debt Financing or therebythe Debt Financing Commitment Letter against, whether at law or equityseek to recover monetary damages from, or otherwise ▇▇▇, any Debt Financing Source for any reason, including in contract, in tort connection with the Debt Financing or otherwise; provided that the foregoing shall not in any way limit Debt Financing Commitment Letter or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingthereunder.

Non-Recourse. (a) Each party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action (whether Notwithstanding anything to the contrary in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document agreement, instrument or certificate referenced herein delivered in connection herewith, neither any present or therein future Constituent Partner in or otherwise to the contraryagent of Seller, each party hereto covenantsnor any shareholder, agrees and acknowledgesofficer, on behalf director, member, manager, employee, trustee, beneficiary or agent of itself and its respective Related Partiesany corporation or other entity that is or becomes a Constituent Partner in Seller, that no recourse shall be personally liable, directly or indirectly, under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document agreement, instrument or certificate delivered in connection herewith, or any amendments or modifications to which any of the foregoing made at any time or times; the recourse of Buyer and each of its successors and assigns under or in connection with this Agreement and such other agreements, instruments and certificates, and any such amendments or modifications, shall be limited to Seller's interest in the Property only, and Buyer and each of its successors and assigns waive any such personal liability. As used in this Section 8.02, a "Constituent Partner" in Seller means any direct partner in Seller and any person or entity that is a partypartner in any partnership that, directly or (v) against indirectly through one or more other partnerships, is a partner in Seller. This Section 8.02 shall survive the Closing and any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions termination of the Financing Commitments. (b) this Agreement. Notwithstanding anything to the contrary herein in this Agreement or otherwisein any other agreement, (i) no Company Related Party instrument or certificate delivered in connection herewith, after the Closing, Seller shall have any rights or claims against any Debt Financing Source no personal liability in connection with this Agreement, the Transactions, the Debt Financing Agreement or any other transactions contemplated hereby agreement, instrument or therebycertificate delivered in connection herewith or any amendments or modifications to any of the foregoing made at any time or times; provided, whether however, Buyer shall have the right to set-off against the amounts owing under the Note any monetary obligations owed to Buyer from Seller arising out of a breach of any representation, warranty or covenant of Seller contained in this Agreement or the failure of Seller to comply with any other term or provision of this Agreement or any other agreement, instrument or certificate delivered in connection herewith or any amendments or modifications to any of the foregoing made at law any time or equity, in contract, in tort or otherwisetimes; provided further, however, that Buyer's right to setoff against amounts owing under the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged Note as a result of this Agreementa breach of a warranty, the other Transaction Documents representation or any other agreement referenced herein or therein or the transactions contemplated covenant hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingshall be capped at $900,000.00.

Non-Recourse. This Agreement may only be enforced against the named parties hereto (subject to the terms, conditions and other limitations set forth herein), and (a) Each party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities claims or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate to: (A) to this Agreement, any other Transaction Document or the Financing Commitment Letters, the Guaranty, any other agreement referenced herein or therein document executed in connection herewith or therewith and the transactions contemplated hereunder or thereunder (including hereby and thereby, the Financing), (B) the negotiation, execution or performance termination of this Agreement, any other Transaction Document the failure to consummate the Transactions or any other agreement referenced herein claims or therein (including any representation actions under applicable Law arising out of or warranty made in, in connection withwith any breach, termination or as an inducement to, this Agreement, failure of any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document the foregoing or any other agreement referenced herein or therein and (D) any failure of matter forming the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, basis thereof may only be made only against (and are those solely of) the persons Persons that are expressly identified as the parties to this Agreement hereto or the applicable Transaction Document and, parties thereto in accordance withwith the terms hereof and thereof, and subject to the terms and conditions (ii) in no event will a party hereto seek or obtain, nor will it direct any of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document its Representatives or any other document Person to seek or certificate referenced herein obtain, any monetary recovery or therein or otherwise to the contrary, each monetary award against any Person that is not a named party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby a party thereto (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any or Company Related Party) with respect to this Agreement, the Financing Commitment Letters, the Guaranty and no any other person, agreement or document executed in connection herewith or therewith and the transactions contemplated hereby and thereby (including any breach by the Financing Sources, Parent Related Party and any Company Related Partyor Merger Subsidiary), shall have any liabilities or obligations (whether in Contract or in tortthe termination of this Agreement, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil failure to consummate the Transactions or any other theory claims or doctrine, including alter ego actions under applicable Law arising out of or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with any breach, termination or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by failure of any of the aforementioned, as such, arising under, out of, in connection with foregoing or related to any matter forming the items in the immediately preceding clauses (A) through (D)basis thereof, in each case, except for the rights, claims and remedies that (1) the Company, Parent or SubMerger Subsidiary, as applicable, may assert against (subject, with respect to the following clauses (iiA) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person Person that is party to the Confidentiality Agreement underAgreement, but solely for claims pursuant to and subject in accordance with the terms thereof, (B) Parent or Merger Subsidiary to the terms and conditions of, extent expressly provided for in this Agreement or (C) the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against Guarantors or the Equity Financing Sources (or their respective successors or assigns) to the extent expressly provided for specific performance of in the obligation of Guaranty and the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing CommitmentsCommitment Letter. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party Notwithstanding anything to the contrary in this Agreement, each Party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable other Transaction Document. In furtherance and not in limitation of the foregoingDocuments may only be enforced against, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations Action (whether in Contract contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claimsbreach (whether willful, causes of actionintentional (including an Intentional Breach), obligations unintentional or liabilities arising underotherwise), out ofLoss, Liability, damage or otherwise in connection with with, relating to or related to arising out of any Transaction Claims may only be brought against the items in the immediately preceding clauses (A) through (D), it being Entities that are expressly agreed named as parties hereto or thereto and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, then only with respect to the following clauses (ii) and (iii), in all respects to the limitations specific obligations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party herein or therein with respect to the Confidentiality Agreement undersuch party, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, undersolely in accordance with, and subject to the terms and conditions of, this Agreement or such other Transaction Document, as applicable. Notwithstanding anything to the contrary in this Agreement, no Debt Financing Source, Related Party or Affiliate of Buyer, Buyer Sub, a Guarantor, Remainco or Merger Partner, or any former, current or future officers, employees, directors, partners, shareholders, equity holders, managers, members, clients, attorneys, agents, advisors or other Representatives of a Debt Financing Source, Buyer, Buyer Sub, a Guarantor, Remainco or Merger Partner or of any such Affiliate (each, other than Buyer, Buyer Sub, a Guarantor, Remainco or Merger Partner, a “Non-Recourse Party”) shall have any Liability for any Liabilities of any Party hereto or thereto under this Agreement or any Transaction Document or for any Action (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) in connection with, relating to or arising out of any of the Transaction Document to which such person is a partyClaims, or (v) against any parties to other than the Voting Agreements underobligations of the Guarantors solely in accordance with, and subject to the terms and conditions of, the Voting AgreementsGuaranty, provided that this sentence shall not (a) limit Remainco and (2) Parent and its affiliates may assert against M▇▇▇▇▇ Partner’s rights to specific performance in accordance with Section 11.14 or the Financing Sources pursuant to the terms and conditions of the Financing Commitments. Equity Commitment Letter, (b) Notwithstanding anything limit the rights or Liabilities of any Person (including Non-Recourse Party) with respect to any Transaction Document to which they are a party or (c) limit the contrary herein rights that the Buyer or otherwise, (i) no Company any Buyer Related Party shall have any rights or claims may assert against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Financing, the Debt Commitment Letter or any Alternative Debt Commitment Letter. In furtherance and not in limitation of the foregoing, (iii) each of Remainco and Merger Partner covenants, agrees and acknowledges that no Parent Related Party shall be responsible recourse under this Agreement or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of in connection with any of the foregoingContemplated Transactions shall be sought or had against any Buyer or any of Buyer, Buyer Sub, the Guarantors or any Buyer Non-Recourse Party except for the Buyer Permitted Claims, subject to the applicable limitations thereof, and (ii) each of Buyer and Buyer Sub covenants, agrees and acknowledges that no recourse under this Agreement or any other Transaction Document or any other agreement referenced herein or therein or in connection with any of the Contemplated Transactions shall be sought or had (including, after Closing, by any member of the Merger Partner Group or any member of the Spinco Group) against any member of the Remainco Group or the Merger Partner Group or any Non-Recourse Party of Remainco, Spinco or Merger Partner except for the Seller Permitted Claims, subject to the applicable limitations thereof.

Non-Recourse. (a) Each party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action (whether Notwithstanding anything in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or to the applicable Transaction Document and, in accordance with, and contrary (but subject to the terms and conditions last sentence of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrarySection 10.18), each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated LMC Entity hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have waives any rights or claims against any Debt Financing Source Lender or Lender Related Party in connection with this Agreement, Agreement or the Transactions, other Transaction Documents (including any of the Debt Financing or any other transactions contemplated hereby or thereby) and the Financings, whether at law or equity, in contract, in tort or otherwise; provided that . Subject to the foregoing last sentence of this Section 10.18 in no event shall any LMC Entity, and each LMC Entity agrees not to, (A) seek to enforce this Agreement or the other Transaction Documents against, make any claims for breach of this Agreement or the other Transaction Documents against, or seek to recover monetary damages (including, for the avoidance of doubt, any special, consequential, punitive, indirect, speculative or exemplary damages or damages of a tortious nature) from, any Lender or Lender Related Party or (B) seek to enforce the commitment against, make any claims for breach of commitments in respect of any Financing or, if applicable, any Alternative Financing against, or seek to recover monetary damages (including, for the avoidance of doubt, any special, consequential, punitive, indirect, speculative or exemplary damages or damages of a tortious nature) from, or otherwise ▇▇▇, any Lender or Lender Related Party for any reason, including in connection with commitments in respect of any Financing or, if applicable, any Alternative Financing or the obligations of the Lenders and the Lender Related Parties thereunder. Nothing in this Section 10.18 shall in any way limit or modify qualify (a) the rights obligations and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions liabilities of the Debt parties to each Commitment Letter and (ii) no Parent Related Party shall be responsible to each other or liable for any multiplein connection therewith, consequentialincluding, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreementwithout limitation, the other Transaction Documents right of Spinco to enforce the Spinco Commitment Letter in accordance with its terms or any other agreement referenced herein or therein or (b) the transactions contemplated hereunder or thereunder (including the Financing)rights, or the termination or abandonment of any obligations and liabilities of the foregoingparties hereto to each other or in connection herewith.

Non-Recourse. (a) Each party agreesThis Agreement may only be enforced against, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities any claim or causes cause of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, arising out of or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the persons that are expressly identified as parties related to this Agreement or the applicable Transaction Document andTransactions may only be brought against, in accordance withthe entities that are expressly named as parties hereto, and subject then only with respect to the terms and conditions of specific obligations set forth herein with respect to such party. Notwithstanding anything in this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenantsthe Parent, agrees the Purchaser and acknowledgesthe Company hereby agree, on behalf of itself themselves and its respective the Company Related Parties, that no recourse under none of the Debt Financing Sources will have any liability to the Company Related Parties relating to or arising out of this Agreement, the Debt Financing, any other Transaction Document commitment letter relating thereto or any other document or certificate referenced herein or therein or in connection with any of the transactions contemplated hereby or thereby (including or the Financing) shall be sought performance of any services hereunder or had against any other personthereunder, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract law or in tort, in Law or in equity or otherwise, or granted by statute or otherwiseequity, whether by in contract or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that provided, however, that, notwithstanding the foregoing foregoing, nothing in this Section 10.15 shall not in any way limit or modify the rights and obligations of any Debt Financing Source’s obligations to the Purchaser under the Debt Commitment Letter. The Parent, the Purchaser and the Company have executed this Agreement as of the date set forth in the initial caption of this Agreement. HARBOR HOLDING CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President HARBOR PURCHASER INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President HOUGHTON MIFFLIN HARCOURT COMPANY By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Name: ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Title: CEO & President Notwithstanding any other provisions of the Offer or the Agreement, the Purchaser shall not be required to irrevocably accept for purchase or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, to pay for any shares of Company Common Stock tendered pursuant to the Offer (and not validly withdrawn), and may terminate or amend the Offer in accordance with (and to the extent permitted by) the terms of the Agreement, and may postpone the acceptance of, or payment for, any shares of Company Common Stock in accordance with (and to the extent permitted by) the terms of the Agreement, if: (a) immediately prior to the expiration of the Offer (as extended in accordance with the Agreement), the number of shares of Company Common Stock validly tendered and not validly withdrawn, together with any shares of Company Common Stock beneficially owned by the Parent or any Subsidiary of the Parent, does not equal at least one share more than one-half of all shares of Company Common Stock then outstanding (the “Minimum Condition”); provided, however, that for purposes of determining whether the Minimum Condition has been satisfied, the parties shall exclude shares of Company Common Stock tendered in the Offer pursuant to guaranteed delivery procedures that have not yet been “received” (as such term is defined in Section 251(h)(6)(f) of the DGCL); (b) immediately prior to the expiration of the Offer (as extended in accordance with the Agreement), any waiting period (and any extensions thereof) and any approvals or clearances applicable to the Offer or the consummation of the Merger under the HSR Act shall not have expired, or been terminated or obtained, as applicable; (c) at any time on or after the date of the Agreement and before the expiration of the Offer, any of the following shall occur and be continuing and shall not have resulted from the breach by the Parent or the Purchaser of any of their obligations under the Agreement: (i) any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Legal Impediment which is in effect and which has the effect of making the consummation of the Offer, the Merger or the other transactions contemplated hereby illegal or otherwise enjoining, restraining, preventing or prohibiting consummation of the Offer, the Merger or the other transactions contemplated hereby; (ii) (A) any of the representations and warranties set forth in Sections 3.1(a), 3.4(a), 3.4(b)(i)(A) and 3.19 of the Agreement shall not be true, correct and accurate in all material respects as of the date of this Agreement and as of the Acceptance Time, in each case, as if made on and as of such date or time (other than any such representation or warranty made as of a specific earlier date, which shall not have been so true and accurate in all material respects as of such earlier date); (B) the representations and warranties of the Company set forth in the last sentence of Section 3.2(a), clauses (ii) and (v) of the first sentence of Section 3.2(b), the last sentence of Section 3.2(b) and Section 3.2(c) of the Agreement shall not be true and correct (except for de minimis inaccuracies) as of the date of this Agreement and as of the Acceptance Time, in each case, as if made on and as of such date or time (other than any such representation or warranty made as of a specific earlier date, which shall not have been so true and correct (except for de minimis inaccuracies) as of such earlier date); and (C) any other representation or warranty of the Company contained in this Agreement shall not be true, correct and accurate in all respects as of the date of this Agreement and as of the Acceptance Time, in each case, as if made on and as of such date or time (other than any such representation or warranty made as of a specific earlier date, which shall not have been so true and accurate in all respects as of such earlier date), where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has had, or would be reasonably be expected to have, a Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties under this clause (C), all “Company Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded; (iii) the Company shall have failed to perform or comply with in all material respects its covenants and obligations required to be performed or complied with by it under the Agreement at or prior to the Acceptance Time; (iv) the Parent and its affiliates the Purchaser shall not have received a certificate executed by the Company’s Chief Executive Officer and Chief Financial Officer confirming on behalf of the Company that the conditions set forth in clauses (c)(ii) and (c)(iii) of this Annex I have been duly satisfied; or (v) the Agreement shall have been validly terminated in accordance with Article VIII of the Agreement; (d) since the date of this Agreement, there shall have occurred any Company Material Adverse Effect; and (e) the Acceptance Time would otherwise occur prior to assert claims against the Debt Financing Sources pursuant Inside Date (the “Inside Date Condition”). Subject to the terms and conditions of this Agreement, the foregoing Offer Conditions are for the sole benefit of the Parent and the Purchaser and, subject to the terms and conditions of the Debt Commitment Letter Agreement and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder applicable law (including the Financingrules and regulations of the SEC), may be waived by the Parent and the Purchaser, in whole or in part, at any time, at the sole discretion of the Parent or the termination or abandonment of any Purchaser. Houghton Mifflin Harcourt Company (the “Corporation”), a corporation organized and existing under and by virtue of the foregoing.General Corporation Law of the State of Delaware (“DGCL”), hereby certifies as follows:

Non-Recourse. (a) Each party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities All claims or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwiseequity) that may be based upon, in respect of, arise under, out of or by reason of, be connected withrelate to this Agreement or the Ancillary Documents, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document Agreement or any other agreement referenced herein or therein the Ancillary Documents (including any representation or warranty made in, in or in connection with, with this Agreement or the Ancillary Documents or as an inducement to, to enter into this Agreement, any other Transaction Document Agreement or such other agreementthe Ancillary Documents), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the persons entities that are expressly identified as Parties hereto and parties thereto, except in the event of Fraud committed by such Non-Party Affiliate. No Person who is not a named party to this Agreement or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other personAncillary Documents, including any Parent Related past, present or future director, manager, officer, employee, incorporator, member, partner, equityholders (including stockholders and optionholders), Affiliate, agents, attorney or representative of any named party to this Agreement or the other Ancillary Documents or the Debt Financing Sources (“Non-Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related PartyAffiliates”), shall have any liabilities or obligations Liability (whether in Contract or in tort, in Law or in equity or otherwiseequity, or granted by statute based upon any theory that seeks to impose Liability of an entity party against its owners or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwiseaffiliates) for any claims, causes of action, obligations or liabilities Liabilities arising under, out ofin connection with or related to this Agreement or such other Ancillary Document (as the case may be, and in the case of the Debt Financing Sources, arising under, in connection with or related to the items Debt Commitment Letter or Debt Financing) or for any claim based on, in respect of, or by reason of this Agreement or such other Ancillary Document (and in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any case of the aforementioned, as suchDebt Financing Sources, arising under, out of, in connection with or related to the items in Debt Commitment Letter or Debt Financing) or the immediately preceding clauses (A) through (D), in each casenegotiation or execution hereof or thereof, except for in the event of Fraud; and each Party waives and releases all such Liabilities, claims that (1) and obligations against any such Non-Party Affiliates, except in the Company, Parent or Sub, event of Fraud committed by such Non-Party Affiliate. Non-Party Affiliates are expressly intended as applicable, may assert (subject, with respect third-party beneficiaries of this provision of this Agreement. Notwithstanding anything in this Agreement to the following clauses (ii) and (iii)contrary, in all respects no event will any Seller Party be entitled to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of any commitment letter or similar agreement entered into by the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against Buyer for any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the providing such Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agreesExcept as set forth in the Equity Commitment Letter, on behalf of itself (i) this Agreement and its Related Partiesthe Ancillary Agreements may only be enforced against, that all Proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or and any other theory or doctrine, including alter ego or otherwise) that may be Action based upon, in respect arising out of, arise under, out or by reason of, be connected withrelated to this Agreement or the Ancillary Agreements, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this AgreementAgreement or the Ancillary Agreements, may only be brought against the entities that are expressly named as parties hereto or thereto and then only with respect to the specific obligations set forth herein with respect to such Party and (ii) no past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any other Transaction Document party hereto or thereto, or any other agreement referenced herein of their successors or therein (including permitted assigns, shall have any representation liability for any obligations or warranty made inliabilities of any party hereto or thereto or for any Action based on, in connection with, respect of or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure by reason of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitmentsthereby. (b) Notwithstanding anything to the contrary herein or otherwisecontrary, (i) no Company Related Party Debt Financing Source shall have any rights or claims against any Debt Financing Source in connection with this Agreement, liability to the Transactions, the Debt Financing Seller or any other transactions contemplated hereby of its Affiliates for any obligations or thereby, liabilities of the Purchaser or for any claim (whether at law or equity, in contracttort, contract or otherwise) based on, in tort respect of, or otherwise; provided that by reason of, the foregoing transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. In no event shall not the Seller or any of its Affiliates (i) seek to enforce this Agreement against, make or support any claims for breach of this Agreement against, or seek to recover monetary damages from, any Debt Financing Source or (ii) seek to enforce the Debt Financing or the Debt Commitment Letters against, make or support any claims for breach of the Debt Financing or the Debt Commitment Letters against, or seek to recover monetary damages from, or otherwise ▇▇▇, any Debt Financing Source for any reason, including in any way limit connection with the Debt Financing or modify the rights and Debt Commitment Letters or the obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingthereunder.

Non-Recourse. (a) Each party of the parties hereto agrees, on behalf of itself and its Related Partiestheir respective Affiliates, that all ProceedingsActions, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwiseequity, or granted by statute or otherwisestatute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwiseveil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to: (Ai) this Agreement, Agreement or any other Transaction Document or any other agreement referenced herein or therein the Confidentiality Agreement or the transactions contemplated hereunder Financing or thereunder (including the Financing)Transactions, (Bii) the negotiation, execution or performance of this Agreement, the Confidentiality Agreement or any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, the Confidentiality Agreement or any other Transaction Document or such other agreementDocument), (Ciii) any breach or violation of this Agreement, the Confidentiality Agreement or any other Transaction Document or any other agreement referenced herein or therein and (Div) any failure of the transactions contemplated hereunder Transactions or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) Financing to be consummated, in each case, may be made only against (and are those solely of) the persons Persons that are expressly identified as parties to this Agreement or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction DocumentAgreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise Agreement to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its their respective Related PartiesAffiliates, that no recourse under this Agreement, the Confidentiality Agreement any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby thereby or thereby (including the Financing) Financing shall be sought or had against any other personPerson, including any Parent Related Party and any Company Related PartyNon-Recourse Person, and no other personPerson, including any Parent Related Party and any Company Related PartyNon-Recourse Person, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwiseequity, or granted by statute or otherwisestatute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwiseveil) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (Ai) through (Div), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (Ai) through (Div), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates Company may assert against the Financing Sources (x) Guarantor P, if, as and when required pursuant to the terms and conditions of the Financing Commitments. Limited Guaranty and (by) Notwithstanding anything to the contrary herein or otherwiseGuarantor A, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreementif, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights as and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources when required pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party Limited Guaranty. No Non-Recourse Person shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary punitive or punitive consequential damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein Documents, the Confidentiality Agreement, the Financing or the transactions contemplated hereunder or thereunder Transactions (including the Financing), or the termination or abandonment of any of the foregoingthereof).

Non-Recourse. (a) Each party agrees, on behalf of itself and its Related Parties, This Agreement may only be enforced against the Persons that all Proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwiseare expressly named as parties to, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, entered into Joinders in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or . Except to the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or extent named as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the persons that are expressly identified as parties a party to this Agreement or the applicable Transaction Document and, in accordance witha Joinder, and subject then only to the terms and conditions extent of the specific obligations of such parties set forth in this Agreement and the applicable Transaction Document. In furtherance and not in limitation or Joinder, no past, present or future Representative of the foregoing, and notwithstanding anything contained in any party to this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall Agreement will have any liabilities or obligations liability (whether in Contract or in contract, tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claimsof the representations, causes of actionwarranties, covenants, agreements or other obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by under this Agreement of any of the aforementioned, as such, arising under, out of, in connection with or related parties to this Agreement. For the items in the immediately preceding clauses (A) through (D), in each caseavoidance of doubt, except for claims that named parties to the Limited Guaranty (1) and then only to the Companyextent of the specific obligations undertaken by each such named party under the Limited Guaranty), Parent notwithstanding anything in this Agreement, Buyer and Merger Sub’s obligations under this Agreement may only be enforced against, and any Action for breach of this Agreement by Buyer or Merger Sub, as applicable, may assert (subject, with respect to only be made against the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person entity that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent expressly identified herein as “Buyer” or “Merger Sub, ,” as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything No Person who is not a party to this Agreement (the “Non-Recourse Parties”) shall have any liabilities (whether in contract or in tort, in law or in equity, granted by statute or any other theory of liability), for any Actions, obligations or liabilities under or with respect to this Agreement; provided, however, for the avoidance of doubt, each Person who executes a Joinder is and shall be a party to this Agreement and not a Non-Recourse Party. In addition, without modifying or qualifying in any way the preceding sentence or implying any intent contrary herein or otherwisethereto, (i) no Sellers’ Representative, each Seller and each Target Company Related Party shall have (on behalf of themselves and their respective Affiliates) hereby waive any rights or claims against the Non-Recourse Parties of Buyer and/or Merger Sub, and agree that in no event shall any Debt Financing Source Non-Recourse Party of Buyer and/or Merger Sub have any liability or obligation to Sellers’ Representative, any Seller or any Target Company (on behalf of themselves and their respective Affiliates) and in connection no event shall Sellers’ Representative, any Seller or any Target Company (on behalf of themselves and their respective Affiliates) seek or obtain any other damages of any kind against any Non-Recourse Party of Buyer and/or Merger Sub, including consequential, special, indirect or punitive damages, in each case, under or with respect to this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) Buyer and Merger Sub (on behalf of themselves and their respective Affiliates) hereby waive any rights or claims against the Non-Recourse Parties of the Sellers, and agree that in no Parent Related event shall any such Non-Recourse Party of the Sellers have any liability or obligation to Buyer or Merger Sub (on behalf of themselves and their respective Affiliates) and in no event shall be responsible Buyer or liable for Merger Sub (on behalf of themselves and their respective Affiliates) seek or obtain any multipleother damages of any kind against any Non-Recourse Party of the Sellers, including consequential, indirect, special, statutory, exemplary indirect or punitive damages which may be alleged as a result damages, in each case, under or with respect to this Agreement. For the avoidance of doubt, notwithstanding anything to the contrary herein, the provisions of this AgreementSection 14.17 shall not, the other Transaction Documents and shall not be deemed or construed to, waive, limit or release any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingclaims relating to Fraud.

Non-Recourse. (a) Each party agreesNo past, on behalf of itself and its Related Partiespresent or future director, that all Proceedingsofficer, claimsemployee, obligationsincorporator, liabilities member, partner, equityholder, manager, agent, attorney, Representative or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing Affiliate of the corporate, limited partnership or limited liability company veil Parties or any other theory of their Affiliates (each, a “Non-Recourse Party”) will have any Liability for any obligations or doctrineLiabilities of Sellers or Purchaser, including alter ego as applicable, under this Agreement or otherwise) that may be any agreement entered into in connection herewith of or for any claim based uponon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder hereby and thereby. Any claim or thereunder (including the Financing)cause of action based upon, (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection witharising out of, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the persons that are expressly identified as parties related to this Agreement or the applicable Transaction Document andany agreement, in accordance withdocument or instrument contemplated hereby may only be brought against Persons that are expressly named as Parties or thereto, and subject then only with respect to the terms and conditions specific obligations set forth herein or therein. Other than the Parties, no other Person will have any Liability or obligation for any of the representations, warranties, covenants, agreements, obligations or Liabilities of any Party under this Agreement and or the applicable Transaction Document. In furtherance and not in limitation of the foregoingagreements, and notwithstanding anything contained in this Agreement, any other Transaction Document documents or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions instruments contemplated hereby or thereby of or for any Legal Proceeding based on, in respect of, or by reason of, Transactions (including the Financing) shall be sought breach, termination or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related failure to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (Dconsummate such transactions), in each casecase whether based on contract, except for claims tort, fraud, strict liability, other Laws or otherwise and whether by piercing the corporate veil, by a claim by or on behalf of a Party or another Person or otherwise. Without limiting the foregoing, Sellers agree on behalf of themselves and their respective Affiliates that (1) the Company, Parent Lender will have no liability or Sub, as applicable, may assert (subject, with respect obligation to the following clauses (ii) and (iii), in all respects any Seller or any Acquired Entity or any of their respective Affiliates relating to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a partyof the Transactions (including the Debt Financing) (provided that for the avoidance of doubt, or Purchaser and its Affiliates (vif applicable) against any parties to the Voting Agreements undershall have recourse against, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party nothing in this Agreement shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent Purchaser and its affiliates to assert claims Affiliates (if applicable) against (or the Debt Financing Sources obligations of), the Lender pursuant to the terms and conditions of the Debt Commitment Letter Agreements). This Section 11.11 is intended to benefit and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as enforced by each Non-Recourse Party and the Lender (and each such Person will be a result third party beneficiary of this Agreement, Section 11.11) and will be binding on all the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any respective successors and permitted assigns of the foregoingParties.

Non-Recourse. (a) Each party agrees10.17.1. Notwithstanding anything to the contrary contained herein, on behalf of itself this Agreement may only be enforced against, and its Related Parties, that all Proceedings, claims, obligations, liabilities any claims or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate to: (A) to this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document Agreement or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each caseContemplated Transactions, may only be made only against (the entities and are those solely of) the persons Persons that are expressly identified as parties to this Agreement in their capacities as such and no former, current or future stockholders, equity holders, controlling Persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling Person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, this Agreement or the applicable Contemplated Transactions or in respect of any representations made or alleged to be made in connection herewith (except to the extent such Non-Recourse Party is a named party to any Transaction Document and(and then only to the extent of the specific obligations undertaken by such named party in such Transaction Document and not otherwise)); provided, that nothing in this Section 10.17 shall in any way limit or qualify any Action based upon Actual Fraud committed by such Person against whom such Action is being made. Without limiting the rights of any party against the other parties hereto, in accordance withno event shall any party or any of its Affiliates seek to enforce this Agreement against, and subject to the terms and conditions make any claims for breach of this Agreement and against, or seek to recover monetary damages hereunder from, any Non-Recourse Party. 10.17.2. Notwithstanding anything to the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contrary contained in this Agreement, none of the Debt Financing Parties shall have any other Transaction Document or any other document or certificate referenced herein or therein or otherwise liability to the contrary, each Company (prior to the Closing) and Seller for any obligations or liabilities of any party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this AgreementAgreement or for any claim based on, any other Transaction Document in respect of, or any other document or certificate referenced herein or therein or in connection with any by reason of, the transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other personhereby, including any Parent Debt Financing Party Related Proceeding and each of the Company (prior to the Closing) and Seller agrees that it will not bring, or permit any of its Affiliates to bring, any such Debt Financing Party Related Proceeding against or involving any Debt Financing Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have waives any rights or claims against any Debt Financing Source Party in connection with this Agreementthe foregoing (whether in contract, tort, equity or otherwise); provided that Buyer may enforce, and seek remedies under, the Transactions, Debt Commitment Letter and nothing in this Agreement shall limit the rights of any of the parties to any Debt Commitment Letter or any other definitive agreement entered into in connection with the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided Alternative Financing. Each party hereto agrees that the Debt Financing Parties are express third party beneficiaries of, and may rely upon and enforce, any provisions in this Agreement reflecting the foregoing agreements in this Section 10.17.2 (including Sections 10.7(e) (solely to the extent it relates to this Section 10.17.2 and the Debt Financing Parties), 10.9 (solely to the extent it relates to the Debt Financing Parties), 10.10 (solely to the extent it relates to the Debt Financing Parties) and 10.11 (solely to the extent it relates to the Debt Financing Parties)) and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Parties” (and any other provision of this Agreement the amendment, modification or alteration of which has the effect of modifying such provisions) shall not be amended in any way limit or modify materially adverse to the rights and obligations Debt Financing Parties, without the prior written consent of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant party to the terms and conditions of the Debt Commitment Letter (and (ii) no Parent Related Party any such amendment without such prior written consent shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financingnull and void), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agreesLender and the Agent covenants and agrees that the Secured Obligations of the Borrower under this Agreement are limited recourse obligations of the Borrower, on behalf payable solely from the Collateral in accordance with the terms of itself the Transaction Documents, and, following realization of the Collateral, any claims of the Lenders and its Related Partiesthe Agent against the Borrower and all obligations of the Borrower shall be extinguished and shall not thereafter revive; provided, that nothing contained in this Section 9.11 shall affect the obligations of the Lenders under Section 8.6, which obligations shall survive any realization of the Collateral. Each of the parties hereto (other than the Borrower) covenants and agrees that, prior to the date that is one year and one day (or, if longer, any applicable preference period and one day) after the payment in full of all ProceedingsSecured Obligations, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwiseno party hereto shall institute against, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or join any other theory Person in instituting against, the Borrower any bankruptcy, reorganization, arrangement, insolvency or doctrineliquidation proceedings or other similar proceedings under any federal, including alter ego state or otherwiseforeign bankruptcy or similar law. (b) that This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate to: (A) related to this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other representative of any other Transaction Document party hereto or of any Affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim, action, suit or other agreement referenced herein or therein (including any representation or warranty made inlegal proceeding based on, in connection with, respect of or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure by reason of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitmentshereby. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agreesNotwithstanding anything that may be express or implied in this Agreement to the contrary, on behalf of itself and its Related Parties, the parties hereto agree that all Proceedings, claims, obligations, liabilities or causes of action (whether in Contract contract or in tort, in Law law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwisestatute) that may be based upon, in respect of, arise arising under, out or by reason of, be connected withrelated to this Agreement or any Transaction Document, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, Agreement or any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document Agreement or such other agreementTransaction Document), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and such representations and warranties are those solely of) the persons parties hereto or thereto. Notwithstanding anything that are expressly identified as parties to may be expressed or implied in this Agreement or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees the parties agree and acknowledges, on behalf of itself and its respective Related Parties, acknowledge that no recourse under this Agreement, any other Transaction Document Document, or any other document documents or certificate referenced herein or therein or instruments delivered in connection with this Agreement or any Transaction Document, or any transaction contemplated by any of the foregoing, shall be had against any Seller Related Party or Buyer Related Party that is not a party to such agreement (together, the “Nonparty Affiliates”, it being acknowledged and agreed, for the avoidance of doubt, that none of ▇▇▇▇▇, Sellers, Blocker or the Company shall be Nonparty Affiliates hereunder), whether by the enforcement of any assessment or by any legal or equitable Litigation, or by virtue of any Law, or by virtue of any breach or alleged breach hereof or thereof, the negotiation, execution or performance hereof or thereof or the transactions contemplated hereby or thereby (including the Financing) shall be sought or had against in respect of any other person, including document or theory of law or equity or in respect of any Parent Related Party and any Company Related Partyoral or written representations made or alleged to be made in connection herewith or therewith (whether at law or in equity, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract contract or in tort, in Law or in equity tort or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any Nonparty Affiliate for any obligation of the aforementionedany party under this Agreement, as suchany Transaction Document, arising under, out of, any documents or instruments delivered in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a partyDocument, or (v) against any parties to transaction contemplated by the Voting Agreements underforegoing, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have for any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equityclaim based on, in contract, in tort respect of or otherwise; provided that the foregoing shall not in any way limit by reason of such obligations or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingtheir creation.

Non-Recourse. (a) Each party agreesExcept in connection with any acts or omissions of Fraud or fraudulent conveyance, on behalf of itself this Agreement may only be enforced against, and its Related Parties, that all Proceedings, claims, obligations, liabilities any claim or causes cause of action based upon, arising under, out of, or in connection with, or related in any manner to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as Parties in the preamble of this Agreement (the “Contracting Parties”) and then only with respect to the specific obligations set forth herein with respect to such Contracting Party. Except in connection with any acts or omissions of Fraud or fraudulent conveyance, no Person that is not a Contracting Party, including any past, present or future Representative or Affiliate of any Contracting Party or any Affiliate of any of the foregoing (each, a “Nonparty Affiliate”), shall have any liability (whether in Contract contract, tort, at law or in tort, in Law or in equity or otherwiseequity, or granted by statute or otherwise) for any claims, whether by causes or through attempted piercing of action or other obligations or liabilities arising under, out of, or in connection with, or related in any manner to this Agreement or the corporatetransactions contemplated hereby, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based uponon, in respect of, arise under, out or by reason ofof this Agreement or its negotiation, be connected withexecution, performance or breach. To the maximum extent permitted by applicable Law, except in connection with any acts or omissions of Fraud or fraudulent conveyance, (a) each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and other obligations and liabilities against any such Nonparty Affiliates, (b) each Contracting Party hereby waives and releases any and all rights, claims, demands, or relate to: causes of action that may otherwise be available to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, 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 (Ac) this Agreement, each Contracting Party disclaims any other Transaction Document or reliance upon any other agreement referenced herein or therein or Nonparty Affiliates with respect to the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document Agreement or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, to this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agreesThis Agreement may only be enforced against, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities any claim or causes cause of action based upon, arising out of or related to this Agreement may only be brought against, the Persons that are expressly named as Parties to this Agreement. Except to the extent a Party to this Agreement, no past, present or future equityholder, member, partner, manager, director, officer, employee 115787664v1 (present or former), Affiliate, financing source or agent or representative of any Party to this Agreement will have any Liability (whether in Contract or in contract, tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing ) for any of the corporaterepresentations, limited partnership warranties, covenants, agreements or limited liability company veil other obligations or Liabilities of any other theory of the Parties to this Agreement or doctrine, including alter ego or otherwise) that may be for any claim based upon, in respect of, arise under, arising out of or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the persons that are expressly identified as parties related to this Agreement or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Documenttransactions contemplated hereby. In furtherance and not in limitation of Without limiting the foregoing, and notwithstanding anything contained in this Agreementno claim will be brought or maintained by Parent, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contraryBuyer, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent Seller or Subany of its respective successors or permitted assigns against any officer, as applicabledirector, may assert manager, employee (subject, with respect to the following clauses (ii) and (iiipresent or former), in all respects to the limitations set forth in Section 7.02equityholder, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement underpartner, and subject to the terms and conditions offinancing source or Affiliate, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, agent or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment representative of any of the foregoing, which is not otherwise expressly identified as a Party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement or any Exhibit or Schedule hereto or any certificate delivered hereunder or otherwise in relation to this Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, in no event shall the limitations in this Section 10.18 apply to claims for Fraud against the Party who committed such Fraud.

Non-Recourse. (a) Each party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action All proceedings (whether in Contract contract or in tort, in Law at law or in equity equity) that may be based upon, arise out of or otherwiserelate to this Agreement, or granted by statute the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may be made only against the entities that are expressly identified as parties hereto. Each party hereto hereby acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, the former, current or future direct or indirect equityholders, directors, officers, employees, incorporators, agents, attorneys, representatives, Affiliates, members, managers, general or limited partners or assignees of any Securityholder or any former, current or future direct or indirect equityholder, director, officer, employee, incorporator, agent, attorney, representative, general or limited partner, member, manager, Affiliate, agent, assignee or representative of any of the foregoing (collectively (but not including the Acquired Companies), the “Securityholder Affiliates”), through any Acquired Company, the Securityholder Representative, any Securityholder or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporatepartnership, limited partnership or limited liability company veil veil, by or through a claim by or on behalf of Purchaser against any Securityholder Affiliate by the enforcement of any assessment or by any legal or equitable action, by virtue of any Law, or otherwise, and each party hereto waives and releases all such liabilities, claims and obligations against any such Securityholder Affiliates. Except as set forth in the Related Documents, recourse against the Acquired Companies under this Agreement (subject to the limitations described herein, including Section 9.03 and this Section 12.19) shall be the sole and exclusive remedy of Purchaser and any other Person against the Acquired Companies, the Securityholders or any other theory Securityholder Affiliate in respect of any losses, liabilities, damages, expenses or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, or in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions ofwith, this Agreement or any other Transaction Document to which such person is a partydocument, certificate or instrument delivered in connection herewith or therewith, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each Notwithstanding anything that may be expressed or implied in this Agreement, any Ancillary Agreement or any document, certificate or instrument delivered in connection herewith or therewith, each party hereby acknowledges and agrees, on behalf of itself and its Related Partiesto the extent consistent with applicable Law, that all Proceedingsit has no right of recovery against, claimsand no personal liability shall attach to, obligationsthe former, liabilities current or causes future direct or indirect equityholders, directors, officers, employees, incorporators, agents, attorneys, representatives, Affiliates, members, managers, general or limited partners or assignees of action Buyer, the Stockholders’ Representative, any Fully Diluted Common Holder or any former, current or future direct or indirect equityholder, director, officer, employee, incorporator, agent, attorney, representative, general or limited partner, member, manager, Affiliate, agent, assignee or representative of any of the foregoing (whether in Contract or in tortcollectively (but excluding with respect to Buyer and the Surviving Corporation, in Law or in equity or otherwiserecourse against the Escrow Amounts, or granted by statute recourse against Tax refunds pursuant to Section 7.4, and setoff recourse against the Contingent Payments pursuant to Sections 2.10(c) and 2.10(d)), the “Party Affiliates”), through Buyer, the Stockholders’ Representative, any Fully Diluted Common Holder or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporatepartnership, limited partnership or limited liability company veil veil, by or through a claim by or on behalf of any other theory Person against Buyer, the Stockholders, the Stockholders’ Representative or doctrinethe Party Affiliates by the enforcement of any assessment or by any legal or equitable Litigation, including alter ego by virtue of any Law, or otherwise) for any claims, causes ; provided that this Section 12.16 shall not apply to claims of action, obligations or liabilities arising under, out of, in connection with or related fraud. Notwithstanding anything to the items contrary herein, the parties acknowledge and agree that the term “fraud,” as used in this Agreement (and all of the immediately preceding clauses (A) through (Dexceptions for fraud in this Agreement), it being expressly agreed means a claim for fraud arising under applicable Law and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related not mean a claim for fraud pursuant to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements underAncillary Agreement, and subject that in no event shall anything in this Agreement be construed to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources or deemed to create a contractual claim or right of action for fraud pursuant to the terms and conditions of the Financing Commitments. (b) this Agreement or any other Ancillary Agreement. Notwithstanding anything to the contrary herein herein, in no event shall any Fully Diluted Common Holder have or be subject to any liabilities (under any theory of liability whatsoever, including contract, tort, fraud or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement or any Ancillary Agreement, the Transactions, the Debt Financing or any other certificate or document in connection, or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that excess of the foregoing shall not in any way limit or modify portion of the rights Merger Consideration and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources Additional Merger Consideration actually received by such Fully Diluted Common Holder pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agreesThis Agreement may be enforced only against, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities any claim or causes cause of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate to: (A) related to this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this AgreementAgreement or the transactions contemplated hereby, any other Transaction Document or any other agreement referenced may be brought only against, the entities that are expressly named as Parties hereto and then only with respect to the specific obligations set forth herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, with respect to such Party. With respect to each named Party to this Agreement, except in the case of Fraud, no past, present or future director, officer, employee, incorporator, member, manager, general or limited partner, stockholder, Affiliate, agent, attorney, advisor, financing source or representative or Affiliate of any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein foregoing Persons (including the Financingeach, a “Non-Recourse Party”) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations liability (whether in Contract or in tortcontract, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego tort or otherwise) for any claimsone or more of the representations, causes warranties, covenants, agreements or other obligations or liabilities of such named Party or for any claim based on, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby. Without limiting the rights of any Party against the other Parties to this Agreement, in no event shall any Party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or (except in the case of Fraud) seek to recover monetary damages from, any Non-Recourse Party. Without limiting the generality of the foregoing, in no event shall any party hereto be entitled to enforce this Agreement against, or raise any action, claim, cause of action, obligations suit, inquire, proceeding or liabilities investigation against the Debt Financing Sources arising under, out of, in connection with of or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactionstransactions contemplated hereby, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwisethe performances of the services with respect thereto); provided that the foregoing nothing in this Section 9.18 shall not in any way limit or modify qualify the rights obligations and obligations liabilities of Parent and its affiliates the parties to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible to each other thereunder or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingin connection therewith.

Non-Recourse. (a) Each party agreesThis Agreement may only be enforced against, on behalf and any claim or suit based on, arising out of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action (whether in Contract related to this Agreement or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement may only be brought against, the named Parties to this Agreement and then only with respect to the specific obligations set forth herein with respect to the named Parties to this Agreement. No Person who is not a named party to this Agreement, including any other Transaction Document past, present or future director, manager, officer, employee, incorporator, member, partner, direct or indirect equityholder, Affiliate or Representative of the Corporation, the Vendor or any of their respective Affiliates will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to the Purchaser or any other agreement referenced herein Person resulting from (nor will the Purchaser have any claim with respect to) (i) the distribution to the Purchaser or therein (including its Representatives or the Purchaser’s or its Representatives’ use of or reliance on any representation information, documents, projections, forecasts or warranty other material made inavailable to Purchaser in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder by this Agreement or under (ii) any Transaction Document claim based on, in respect of or by reason of the sale and purchase of the Corporation, including any alleged non-disclosure or misrepresentations made by any such Persons or other agreement referenced herein or therein (including the Financing) to be consummatedPersons, in each case, regardless of the legal theory under which such liability or obligation may be made only sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise; and each Party waives and releases all such liabilities and obligations against (and are those solely of) the persons that are expressly identified as parties any such Persons. No Person who is not a named party to this Agreement or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, including any other Transaction Document past, present or future director, manager, officer, employee, incorporator, member, lender, partner, direct or indirect equityholder, Affiliate or Representative of the Purchaser or any of their respective Affiliates will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to the Vendor or any other document Person resulting from (nor will the Vendor have any claim with respect to) any claim based on, in respect of or certificate referenced herein by reason of the sale and purchase of the Corporation or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other personfinancing thereof, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities alleged non-disclosure or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred misrepresentations made by any of the aforementioned, as such, arising under, out of, in connection with such Persons or related to the items in the immediately preceding clauses (A) through (D)other Persons, in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance regardless of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to legal theory under which such person is a partyliability or obligation may be sought to be imposed, whether sounding in contract or tort, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or in equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and each Party waives and releases all such liabilities and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingsuch Persons.

Non-Recourse. (a) Each Without limiting any of the express terms or conditions of this Agreement, each party agrees, on behalf of itself and its Related PartiesAffiliates and Representatives, that other than pursuant to (A) the Confidentiality Agreement, (B) pursuant to the Equity Commitment Letter and (C) pursuant to the Limited Guarantee, all Proceedingsproceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: to (Ai) this Agreement, any other Transaction Document or any other agreement referenced herein or therein Agreement or the transactions contemplated hereunder or thereunder (including the Financing)Transactions, (Bii) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (Ciii) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein Agreement and (Div) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) Transactions to be consummated, in each case, may be made only against (and are those solely of) the persons that are expressly identified herein as parties a party to this Agreement (or the applicable Transaction Document and, a party to any such other agreement referenced herein or contemplated hereunder) and in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement (or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitmentsany such other agreement referenced herein or contemplated hereunder). (b) Notwithstanding anything to the contrary herein contained herein, the Company (on behalf of itself and its Affiliates and, to the fullest extent legally permissible, the other Company Related Parties), other than (x) the Company’s rights set forth in Section 9.03, (x) the Company’s, and any of its Subsidiaries’ rights in respect of the transactions and agreements contemplated by the Debt Financing, the Debt Commitment Letter and/or the Debt Financing Agreements after the Offer Closing, (y) the Company’s right to seek to specifically enforce (or otherwisecause Parent or Merger Sub to enforce) the Equity Commitment Letter, in accordance with, and subject to, the terms and conditions of this Agreement and the Equity Commitment Letter and (z) the Company’s rights in respect of the Limited Guarantee, in accordance with, and subject to, the terms and conditions of this Agreement and the Limited Guarantee, (i) no Company Related Party shall have hereby waives any claims or rights or claims against any Equity Financing Source or Debt Financing Source relating to or arising out of this Agreement, the Equity Commitment Letter, the Equity Financing, the Debt Commitment Letters, the Debt Financing and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, and (ii) hereby agrees not to bring or support any Action against any Equity Financing Source or Debt Financing Source in connection with this Agreement, the TransactionsEquity Commitment Letter, the Equity Financing, the Debt Commitment Letters, the Debt Financing or any other and the transactions contemplated hereby or and thereby, whether at law or equityin equity and whether in tort, in contract, in tort contract or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. Except as otherwise expressly provided in this Agreement or any Ancillary Agreement, (a) Each party agreesthis Agreement may only be enforced against, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities any claims or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate to: (A) to this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document Agreement or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each casehereby, may only be made only against (and are those solely of) the persons Persons that are expressly identified as parties Parties herein in their capacities as such, (b) no former, current or future stockholders, equity holders, Controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any Party hereto, or any former, current or future direct or indirect stockholder, equity holder, Controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any Liability for any obligations or Liabilities of the Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith; provided, however, that the foregoing shall not limit the obligations or Liabilities of any Non-Recourse Party under any Ancillary Agreement or other agreement to which such Non-Recourse Party is party, (c) without limiting the rights of any Party against the other Parties, in no event shall any Party or any of its Affiliates seek to enforce this Agreement against or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions make any claims for breach of this Agreement against any Non-Recourse Party.The covenants contained in this Section 8.15 are intended to be for the benefit of, and shall be enforceable by, each of the applicable Transaction DocumentNon-Recourse Parties and their respective heirs and assigns and shall not be deemed exclusive of any other rights to which any such Person may be entitled, whether pursuant to Law, Contract or otherwise. In furtherance and not in limitation of Without limiting the foregoing, the Company acknowledges and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, (on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (iiAffiliates) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have hereby waives any rights or claims against any Debt Financing Source Sources in connection with this Agreement, the Transactions, the Debt Financing or any other the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall , and agree not in to commence (and if commenced, agree to dismiss or otherwise terminate, and not to assist) any way limit or modify the rights and obligations of Parent and its affiliates to assert claims action against the Debt any Financing Sources pursuant in connection with this Agreement (including any action relating to the terms and conditions of the Debt Commitment Letter and (iiFinancing) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder hereby or thereunder (including thereby; provided, that, for the avoidance of doubt, nothing herein shall limit the rights any party to the Financing may have pursuant to any agreement entered into pursuant to such Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agreesThis Agreement may only be enforced against, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action any Action (whether in Contract contract or in tort, in Law or in equity tort or otherwise, or granted whether at law (including at common law or by statute statute) or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwisein equity) that may be based uponon, arise out of or relate to this Agreement or the negotiation, execution, performance or subject matter hereof, may only be brought against the Parties and the Unitholders. No Person who is not a Party (other than the Unitholders), including any past, present or future Representative of any of the Company, the RCP Parties, the GA Parties, the Blockers, the Blocker Sellers or any of their respective Affiliates, in each case, other than any Party, shall have or be subject to any liability or indemnification obligation (whether in contract or in tort) to Purchaser or any other Person resulting from (nor shall Purchaser have any claim with respect to) (i) the distribution to Purchaser, or Purchaser’s use of, or reliance on, any information, documents, projections, forecasts or other material made available to Purchaser in the Dataroom or otherwise, confidential information memoranda or management presentations in expectation of, or in connection with, the transactions contemplated by this Agreement, or (ii) any claim based on, in respect of, arise under, out or by reason of, be connected with, the sale and purchase of the Company or relate to: (A) the Blockers pursuant to this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation alleged non-disclosure or warranty misrepresentations made in, in connection with, or as an inducement to, this Agreement, by any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummatedPersons, in each case, regardless of the legal theory under which such liability or obligation may be made only against (and are those solely of) the persons that are expressly identified as parties sought to this Agreement be imposed, whether sounding in contract or the applicable Transaction Document andtort, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein whether at law or in connection with any transactions contemplated hereby equity, or thereby (including the Financing) shall be sought or had otherwise; and each Party waives and releases all such liabilities and obligations against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing CommitmentsPersons. (b) Notwithstanding anything herein to the contrary herein or otherwisecontrary, the Company, the Blockers and the Blocker Sellers (ieach, on behalf of itself and each of their respective Representatives (collectively, the “Debt Financing Related Parties”)) no Company Related Party shall have hereby waives any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or therebythe Debt Commitment Letter, whether at law or equity, in contract, in tort or otherwise, and the Company, the Blockers and the Blocker Sellers (each, on behalf of itself and each of its Debt Financing Related Parties) agrees not to commence any Action against any Debt Financing Source in connection with this Agreement or the transactions contemplated hereunder (including any Action relating to the Debt Financing or the Debt Commitment Letter); provided that the foregoing nothing in this Section 11.16(b) shall not in any way limit or modify qualify the rights obligations and obligations liabilities of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible Purchaser thereunder or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingin connection therewith.

Non-Recourse. (a) Each party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities All claims or causes of action (whether in Contract contract or in tort, in Law law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwiseequity) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate to: (A) to this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein Agreement (including any representation or warranty made in, in or in connection with, with this Agreement or as an inducement to, to enter into this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may shall be made only against (a party and are those solely only with respect to the specific obligations undertaken by such party as set forth herein and no other Person shall have any liability for any obligations or liabilities based upon, arising out of) the persons that are expressly identified as parties , or related to this Agreement or the applicable Transaction Document andtransactions contemplated hereby and no Person who is not a named party to this Agreement, including any Recourse Related Party, shall have any liability (whether in contract or in tort, in accordance withlaw or in equity, and subject or based upon any theory that seeks to the terms and conditions impose Losses of an entity party against its owners or Affiliates) for any Losses arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, non-performance, interpretation, termination, enforcement, construction or execution or any of the transactions contemplated hereby. Each of the Company and the applicable Transaction DocumentInvestor hereby waives and releases all such Losses, claims, Actions and obligations against any such Person, including such other party’s Recourse Related Parties. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related PartiesAffiliates, that no recourse under this Agreement, any other Transaction Document Agreement or any other document or certificate agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other personPerson not a party to this Agreement, including any Parent the other party’s Recourse Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D)Parties, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person Person that is not a party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agreesNotwithstanding anything to the contrary contained in this Agreement or otherwise, on behalf of itself this Agreement may only be enforced against, and its Related Parties, that all Proceedings, claims, obligations, liabilities any claims or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance, of this Agreement may only be made against the entities that are expressly identified as Parties, and no Parent Related Parties (other than the Guarantors solely to the extent and subject to the terms set forth in the Limited Guarantees or Equity Commitment Letters) or the Financing Sources shall have any liability for any obligations or liabilities of the Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder hereby or thereunder (including the Financing), (B) the negotiation, execution in respect of any oral representations made or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty alleged to be made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), herewith. The Company (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself itself, its Affiliates, and any Person claiming by, through or on behalf of the Company or its respective Related PartiesAffiliates) covenants and agrees that (a) it shall not, that no recourse and shall cause its Representatives and Affiliates not to, bring, make or institute any Proceeding (whether based in Contract, tort, fraud, strict liability, other Laws or otherwise, at law or in equity) arising under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with this Agreement or other agreement executed or delivered in connection herewith or any of the transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any of the Parent Related Party Parties or the Financing Sources and any Company Related Party, and no other person, including any (b) none of the Parent Related Party and any Company Related Party, Parties or the Financing Sources shall have any liabilities liability or obligations (whether based in Contract or in Contract, tort, in Law or in equity or otherwisefraud, or granted by statute or otherwisestrict liability, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego Laws or otherwise) for to the Company, the Company’s Subsidiaries, any claimsof their respective Representatives or Affiliates (or any Person claiming by, causes through or on behalf of actionthe Company or its Affiliates) or any of their respective successors, obligations heirs or liabilities representatives thereof arising under, out of, of or relating to this Agreement or other agreement executed or delivered in connection with herewith or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, other than, in each case of the preceding clauses (a) and (b), ▇▇▇▇▇▇ and Merger Sub (to the extent provided herein), each Person who has entered into a Support and Rollover Agreement (to the extent and subject to the terms provided therein) or the “Limited Guarantors” pursuant to the Limited Guarantees (to the extent and subject to the terms provided therein). Without limiting the generality of the foregoing, to the maximum extent permitted or otherwise conceivable under applicable Law (and subject only to the specific contractual provisions of this Agreement or agreement executed or delivered in connection herewith), the Company (on behalf of itself, its Affiliates, and any Person claiming by, through or on behalf of the Company or its Affiliates) hereby waives, releases and disclaims any and all rights in respect of any such Proceedings. Each of Parent and Merger Sub (on behalf of itself, its Affiliates, and any Person claiming by, through or on behalf of Parent, Merger Sub or their Affiliates) covenants and agrees that (i) it shall not, and shall cause its Representatives and Affiliates not to, bring, make or institute any Proceeding (whether based in Contract, tort, fraud, strict liability, other Laws or otherwise, at law or in equity, ) arising under or in contract, in tort connection with this Agreement or otherwise; provided that the foregoing shall not in other Ancillary Agreement or any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter Transactions against any of the Company Related Parties and (ii) no none of the Company Related Parties shall have any liability or obligations (whether based in Contract, tort, fraud, strict liability, other Laws or otherwise) to Parent, Merger Sub, any of their respective Representatives or Affiliates (or any Person claiming by, through or on behalf of Parent, Merger Sub or their Affiliates) or any of their respective successors, heirs or representatives thereof arising out of or relating to this Agreement or other Ancillary Agreement or any of the Transactions, other than, in each case of the preceding clauses (i) and (ii), the Company to the extent provided herein. Without limiting the generality of the foregoing, to the maximum extent permitted or otherwise conceivable under applicable Law (and subject only to the specific contractual provisions of this Agreement or any Ancillary Agreement), each of Parent and Merger Sub (on behalf of itself, its Affiliates, and any Person claiming by, through or on behalf of the Company or its Affiliates) hereby waives, releases and disclaims any and all rights in respect of any such Proceedings. This Section 11.14 is subject to, and shall not alter the scope or application of, Section 11.10. Each of the Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged Parties and the Company Related Parties are expressly intended as a result third party beneficiaries of this provision of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agreesThis Agreement may only be enforced against, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities any claim or causes cause of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the persons that are expressly identified as parties related to this Agreement or the applicable Transaction Document andTransactions may only be brought against, the entities that are expressly named as parties hereto (and the Guarantors in accordance with, with the Guaranty and subject the Equity Commitment Letter) and then only with respect to the terms specific obligations set forth in this Agreement with respect to such party or, with respect to the Guarantors, set forth in the Guaranty or the Equity Commitment Letter, except that nothing in this Agreement will limit the rights and conditions remedies of the Company and its Affiliates under the Confidentiality Agreement. Without limiting the Company’s rights and remedies under the Confidentiality Agreement, except for the Guarantors in accordance with the Guaranty and the Equity Commitment Letter (and then only to the extent of the specific obligations undertaken by the Guarantors set forth in the Guaranty or the Equity Commitment Letter), (x) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor, representative or Affiliate of any named party to this Agreement and the applicable Transaction Document. In furtherance and not in limitation (y) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor, representative or Affiliate of any of the foregoing, and notwithstanding anything contained in this Agreement, any (z) no other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Financing Sources Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall will have any liabilities or obligations liability (whether in Contract or in contract, tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claimsone or more of the representations, causes of actionwarranties, covenants, agreements or other obligations or liabilities arising under, out of, in connection with of any one or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any more of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or SubMerger Sub under this Agreement (whether for indemnification or otherwise) or for any claim based on, as applicable, may assert (subject, with respect arising out of or related to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or the Transactions. In no event shall the Company or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements underof its Affiliates, and subject the Company agrees not to the terms and conditions ofto cause its CLI-202375011v3 Affiliates not to, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant seek to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein enforce this Agreement or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing against, make any claims for breach of this Agreement or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing against, assert any other right or claim against or seek to recover monetary damages from, or otherwise ▇▇▇, any Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result Party. The Financing Sources Related Parties are intended third-party beneficiaries of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingSection 9.11.

Non-Recourse. (a) Each party agrees, on behalf of itself and its affiliates and Related Parties, that all ProceedingsActions, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoingAgreement, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective affiliates and Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates Company may assert against the Financing Sources Guarantors, if, as and when required pursuant to the terms and conditions of the Financing Commitments. (b) Limited Guarantee. Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities All Claims or causes of action (whether in Contract or in tort, in Law law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwiseequity) that may be based upon, in respect of, arise under, out of or by reason of, be connected withrelate to this Agreement or the Ancillary Documents, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document Agreement or any other agreement referenced herein or therein the Ancillary Documents (including any representation or warranty made in, in or in connection with, with this Agreement or the Ancillary Documents or as an inducement to, to enter into this Agreement, any other Transaction Document Agreement or such other agreementthe Ancillary Documents), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the persons entities that are expressly identified as parties hereto and thereto. Except in the case of Fraud committed by a party, no Person who is not a named party to this Agreement or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other personAncillary Documents, including any Parent Related past, present or future incorporator, member, partner, stockholder, equityholder, agent, or Representative of any named party to this Agreement or the Ancillary Documents (“Non-Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related PartyAffiliates”), shall have any liabilities or obligations liability (whether in Contract or in tort, in Law law or in equity or otherwiseequity, or granted by statute based upon any theory that seeks to impose liability of an entity party against its owners or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwiseAffiliates) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or such Ancillary Documents (as the case may be) or for any other Transaction Document to which such person is a partyclaim based on, in respect of, or by reason of this Agreement or such Ancillary Documents (vas the case may be) or the negotiation or execution hereof or thereof, and each party hereto waives and releases all such liabilities against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third-party beneficiaries of the Financing Commitments. (b) this provision of this Agreement. Notwithstanding anything to the contrary herein in this Section 11.17, nothing in this Section 11.17 shall be deemed to limit any liabilities of the Guarantor under Article 12 (or otherwise, (i) no Company Related Party shall have limit any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant remedies available to the terms and conditions Company or Blocker Corp thereunder or with respect thereto) or serve as a waiver of any right on the part of the Debt Commitment Letter Company or Blocker Corp to initiate any Claims permitted pursuant to, and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingin accordance with Article 12.

Non-Recourse. (a) Each party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities Any claim or causes cause of action (whether based upon, arising out of, or related to this Agreement may only be brought against Persons that are expressly named as parties hereto, and then only with respect to the specific obligations set forth in Contract this Agreement. Other than the Guarantors under their respective Guarantees, no former, current or in tortfuture direct or indirect equity holders, controlling Persons, stockholders, representatives, members, managers, Affiliates, general or limited partners or assignees of any party hereto, the Guarantors or of any former, current or future direct or indirect equity holder, controlling Person, stockholder, representative, member, manager, general or limited partner, Affiliate, or assignee of any of the foregoing shall have any liability or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities of the parties hereto under this Agreement or of or for any action, suit, arbitration, claim, litigation, investigation, or proceeding based on, in Law or in equity or otherwiserespect of, or granted by statute reason of, the transactions contemplated hereby (including the breach, termination or otherwisefailure to consummate such transactions), in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory partnership veil, by or doctrine, through a claim by or on behalf of a party hereto or another Person (including alter ego a claim to enforce the Commitment Letters) or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject . Notwithstanding anything to the terms and conditions of this Agreement and contrary herein, the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, Company agrees and acknowledges, on behalf of itself and its Affiliates and their respective Related Partiesmembers, partners, stockholders, agents, attorneys, advisors or representatives that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including none of the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, Financing Sources shall have any liabilities or obligations liability (whether in Contract or in contract, tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or ) to any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related such person relating to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. transactions contemplated herein (b) Notwithstanding anything to including the contrary herein or otherwiseDebt Financing), (i) no Company Related Party shall have waives any rights or claims against any Debt Financing Source in connection with this Agreement, Agreement (and the Transactionstransactions contemplated hereby), the Debt Commitment Letter or the Debt Financing or any other (including the transactions contemplated hereby or thereby), whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall , and agrees not to commence any action, arbitration, audit hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Financing Source in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of connection with this Agreement, the other Transaction Documents or any other agreement referenced herein or therein Agreement or the transactions contemplated hereunder or thereunder (including relating to the Debt Financing (including the Financing), transactions contemplated thereby) or the termination or abandonment of any Debt Commitment Letter). This Section 9.12 is intended to benefit and may be enforced by the Financing Sources and shall be binding on all successor and assigns of the foregoingCompany.

Non-Recourse. Without limiting the rights of the Parties under Section 13.14, 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 as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party; provided, however that nothing herein shall limit the rights and remedies of the Company and its Affiliates under the Confidentiality Agreement. Except in the case of fraud, (ai) Each party agreesno past, present or future director, officer, employee, incorporator, member, manager, partner, equityholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named Party and (ii) no past, present or future director, officer, employee, incorporator, member, manager, partner, equityholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Parties (whether for indemnification or otherwise) of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. Notwithstanding any provision of this Agreement to the contrary, (x) the Company, on behalf of itself and its stockholders, partners, members, Affiliates, directors, officers, employees, controlling persons, agents and other representatives (collectively with the Company, the “Company Related Parties, ”) agrees that all Proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing none of the corporate, limited partnership Financing Sources shall have any liability or limited liability company veil obligation to any Company Related Party relating to this Agreement or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein hereby (including the FinancingFinancing and the transactions contemplated thereby) to be consummatedand (y) each of the Company Related Parties hereby waives any right or claim of any kind or description and agrees that it will not bring or support any Action of any kind or description (whether in law or in equity, whether in each case, may be made only contract or in tort or otherwise) against (and are those solely of) any of the persons that are expressly identified as parties Financing Sources which directly or indirectly arise out of or in any way relate to this Agreement or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation any of the foregoing, and notwithstanding anything contained in transactions contemplated by this Agreement, including any other Transaction Document dispute arising out of or relating in any other document or certificate referenced herein or therein or otherwise way to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing Commitment Letter or the performance thereof or the financings or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights . This Section 13.15 is intended to benefit and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, enforced by the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingFinancing Sources.

Non-Recourse. (a) Each party agreesThis Agreement may only be enforced against, on behalf of itself and its Related Partiesany claim, that all Proceedings, claims, obligations, liabilities action or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) legal proceeding that may be based upon, in respect ofupon or under, arise under, out or by reason of, be connected with, of or relate to: (A) to this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, Agreement may only be made only against (and are those solely of) the persons entities that are expressly identified as parties hereto and then only with respect to this Agreement the specific obligations set forth herein with respect to such party; provided, that the foregoing shall not be deemed to limit any enforcement against, and any claim, action or legal proceeding against the Investors under the Equity Commitment Letter or the applicable Transaction Document andGuarantee, in each case, pursuant to and in accordance with, with the terms thereof. No Parent Related Party (other than Parent and subject Merger Sub to the terms and conditions of extent set forth in this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise Investors to the contrary, each extent set forth in the Equity Commitment Letter and the Guarantee) shall have any liability for any obligations or liabilities of any party hereto covenantsunder this Agreement or for any Action (whether at law, agrees and acknowledgesin equity in tort, in 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 anything to the contrary herein, the Company (on behalf of itself and its respective Related the Company Non-Recourse Parties, ) agrees that (A) no recourse under Financing Source shall have any liability or obligation to the Company or any Company Non- Recourse Party relating to or arising out of this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated herein and therein under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity, and (B) neither the Company nor any Company Non-Recourse Party shall be entitled to bring, and the Company shall cause all the Company Non-Recourse Parties not to bring, and shall in no event support, facilitate, encourage or take any action, suit or other Transaction Document legal proceeding of any nature (under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity) against any other document or certificate referenced herein or therein Financing Source with respect to, arising out of, relating to or in connection with with, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby (including or the Financing) performance of any services thereunder and the Company shall cause any such action, suit or other legal proceeding to be sought or had against any other persondismissed with prejudice as promptly as practicable after such termination. Nothing in this Section 7.16, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil Section 6.5 or any other theory provision of this Agreement shall (i) limit the liability or doctrineobligations of the Financing Sources to Parent and its Affiliates (and its or their permitted successors and assigns, including alter ego the Company after giving effect to the Merger) under the Debt Commitment Letter or otherwisethe definitive agreements related thereto or (ii) for operate as a waiver by Parent and its Affiliates (and its or their permitted successors and assigns, including the Company after giving effect to the Merger) of any claims, causes of action, obligations or liabilities losses arising under, out of, in connection with thereunder or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitmentsthereto. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. Without limiting any claim or recourse under or in connection with the Debt Commitment Letter or against any of the Persons that are expressly named as parties hereto, (a) Each party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities any claim or causes cause of action (whether in Contract or in tortbased upon, in Law or in equity or otherwisearising out of, or granted by statute related to this Agreement or otherwisethe Transaction (including the Debt Financing) may only be brought against Persons that are expressly named as parties hereto, whether by and then only with respect to the specific obligations set forth herein, (b) no former, current or through attempted piercing future direct or indirect equity holders, controlling Persons, stockholders, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the corporateCompany, limited partnership Parent or the Purchaser or any of their respective affiliates nor any Financing Source or former, current or future direct or indirect equity holders, controlling Persons, stockholders, directors, officers, employees, agents, affiliates, members, managers, general or limited liability company veil partners or assignees of any Financing Source or any other theory of their respective affiliates (collectively, “Non-Party Persons”) shall have any liability or doctrineobligation for any of the representations, including alter ego warranties, covenants, agreements, obligations or otherwise) that may be liabilities of the Company, Parent or the Purchaser under this Agreement or of or for any action, suit, arbitration, claim, litigation, investigation, or proceeding based uponon, in respect of, arise under, out or by reason of, the transactions contemplated hereby (including the breach, termination or failure to consummate such transactions), in each case whether based on Contract, tort, strict liability, other Laws or otherwise and whether by piercing the corporate veil, by a claim by or on behalf of a party hereto or another Person or otherwise, and (c) each party hereto waives and releases all such liabilities and obligations against any such Non-Party Persons. (Signature page follows) Table of Contents IN WITNESS WHEREOF, Parent, the Purchaser and the Company have caused this Agreement to be connected withexecuted as of the date first written above by their respective officers thereunto duly authorized. By: /s/ ▇▇▇▇▇▇▇▇ (“Katy”) Motiey Name: ▇▇▇▇▇▇▇▇ (“Katy”) Motiey Title: Chief Administrative Officer and Corporate Secretary By: /s/ ▇▇▇▇▇▇▇▇ (“Katy”) Motiey Name: ▇▇▇▇▇▇▇▇ (“Katy”) Motiey Title: President and Chief Executive Officer Table of Contents IN WITNESS WHEREOF, Parent, the Purchaser and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President, CEO Table of Contents ANNEX I Notwithstanding any other provisions of the Offer or the Merger Agreement, and in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable Law, the Purchaser shall not be required to accept for payment or pay for, may extend the Offer and may delay the acceptance for payment of, and the payment for, any validly tendered Shares pursuant to the Offer and not validly withdrawn prior to the expiration of the Offer, if (a) the Minimum Condition shall not have been satisfied at the Expiration Date, (b) the Required Governmental Approvals shall not have been obtained or any waiting period (or extension thereof) or mandated filing shall not have lapsed at or prior to the Expiration Date or (c) any of the following events, conditions, state of facts or developments exists or has occurred and is continuing at the Expiration Date: (i) there shall be instituted any Action by any Governmental Authority against Parent, the Purchaser, the Company or any Company Subsidiary, or relate to: otherwise in connection with the Offer or the Merger, which remains pending and the outcome of which, if resolved in favor of such Governmental Authority, would reasonably be expected to (A) this Agreementmake illegal, enjoin, prohibit or impose any other Transaction Document limitations on the making or any other agreement referenced herein or therein consummation of the Offer or the transactions contemplated hereunder or thereunder (including the Financing)Merger, (B) make illegal, enjoin, prohibit or impose any limitations on the negotiationownership or operation by Parent, execution or performance of this Agreement, any other Transaction Document the Company or any other agreement referenced herein of their respective Subsidiaries, of all or therein any material portion of the assets or businesses of Parent, the Company or any of their respective Subsidiaries as a result of or in connection with the Offer or the Merger or compel Parent or any of its Subsidiaries to dispose of or hold separately all or any portion of the business or assets of Parent, the Company or any of their respective Subsidiaries or impose any limitations on the ability of Parent, the Company or any of their respective Subsidiaries to conduct its business or own such assets at or following the Acceptance Time or (C) make illegal, enjoin, prohibit or impose any limitations on the ability of Parent or the Purchaser to acquire, hold or exercise full rights of ownership of the Shares to be acquired pursuant to the Offer or otherwise in the Merger, including the right to vote any Shares acquired or owned by Parent, the Purchaser or their respective Subsidiaries on all matters properly presented to the stockholders of the Company; (ii) there shall be any Law or Order enacted, entered, enforced, promulgated or which is deemed applicable by pursuant to an authoritative interpretation by or on behalf of a Governmental Authority of competent jurisdiction with respect to the Offer or the Merger, which has the effect of making illegal, enjoining, or prohibiting the consummation of the Offer and the Merger; (iii) (A) any representation or warranty made inof the Company contained in 3.11(a)(ii) shall fail to be true and correct in all respects, as of the date of the Merger Agreement, (B) any representation or warranty of the Company contained in connection withSections 3.1(a) and (c), 3.2(a) through (e), inclusive (but excluding the first sentence of Section 3.2(c), the second sentence of 3.2(f), 3.3, 3.25 and 3.27 (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein) shall fail to be true and correct in all material respects as of the date of the Merger Agreement or as an inducement toof the Expiration Date with the same force and effect as if made on and as of such date, this Agreement, any other Transaction Document except for representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such other agreementdate or time) (it being understood that the representations and warranties of the Company contained Sections 3.2(a), Section 3.2(b), and Section 3.2(d) shall be deemed to fail to be true and correct in all material respects only if the Fully Diluted Net Shares as of the Closing Date (Cdetermined excluding (1) any breach or violation shares of Company Common Stock subject to Company Equity Awards that are granted after the date of this Agreement in compliance with the terms of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) any shares of Company Common Stock subject to Company Equity Awards that vested in the ordinary course of business during the period commencing after the Capitalization Date and ending on the Closing Date, other than such shares that vest as a result of a Table of Contents vesting acceleration provision triggered in connection with the consummation of the transactions contemplated by this Agreement or a termination of services as an employee or service provider) exceeds the Fully Diluted Net Shares as of the Capitalization Date by more than 611,000 shares of Company Common Stock, or (C) any other representation or warranty of the Company contained in the Merger Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein) shall fail to be true and correct in any respect as of the date of the Merger Agreement or as of the Expiration Date with the same force and effect as if made on and as of such date, except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date or time), except as has not had, individually or in the aggregate with all other failures to be true or correct, a Company Material Adverse Effect; (iv) the Company shall have materially breached or failed to perform or to comply with, in all material respects, its agreements and covenants to be performed or complied with by it under the Merger Agreement and such breach(es) or failure(s) shall not have been cured prior to the Expiration Date; (v) there shall have occurred since the date of the Merger Agreement and shall be continuing a Company Material Adverse Effect; (vi) the Company shall have failed to deliver a certificate of the Company, executed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated as of the Expiration Date, to the effect that the conditions set forth in paragraphs (iii), (iv) and (v) of this Annex I have been satisfied; (vii) the Marketing Period shall not have been completed; (viii) the Company shall have failed to deliver to Parent no later than two (2) Business Days prior to the Expiration Date, (i) an accurate and complete copy of a payoff letter, dated no more than ten (10) Business Days prior to the Expiration Date, with respect to all Company Debt, and all amounts payable to the lender thereof necessary to (x) satisfy such Company Debt and all other amounts payable to the lender thereof in full as of the Closing and (y) terminate and release any Liens related thereto or (ii) all applicable documents necessary to evidence the release and termination of all Liens and guarantees in respect of the Company Debt; and (ix) the Merger Agreement shall have been terminated in accordance with its affiliates terms. The foregoing conditions set forth in clause (c) of the initial paragraph of this Annex I are, for the sole benefit of the Purchaser and may assert against be asserted by the Financing Sources Purchaser regardless of the circumstances giving rise to any such conditions (except if any breach of the Merger Agreement or other action or inaction by Parent or the Purchaser has been a proximate cause of or proximately resulted in the failure or the non-satisfaction of any such condition) and, except as set forth in the following proviso, may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion, in each case subject to the terms of the Merger Agreement and the applicable rules and regulations of the SEC; provided, however, that clauses (a) and (b) and (c)(ii) shall not be waivable and may not be waived by the Purchaser. Any reference in this Annex I or the Merger Agreement to a condition contained in this Annex I being satisfied shall be deemed to be satisfied if such condition is so waived. The foregoing conditions shall be in addition to, and not a limitation of, the rights of the Purchaser to extend, terminate, amend and/or modify the Offer pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything Merger Agreement. The failure by the Purchaser at any time to the contrary herein or otherwise, (i) no Company Related Party shall have exercise any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that of the foregoing rights shall not in be deemed a waiver of any way limit or modify the rights such right and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party each such right shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages deemed an ongoing right which may be alleged as a result of this Agreement, the other Transaction Documents or asserted at any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingtime and from time to time.

Non-Recourse. (a) Each party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action Proceedings (whether in Contract contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to: (Aa) this Agreement, any documents, certificates, instruments or other Transaction Document papers that are reasonably required for the consummation of the transactions contemplated herein (the “Ancillary Documents”), or any other agreement referenced herein or therein or of the transactions contemplated hereunder or thereunder (including the Financing), ; (Bb) the negotiation, execution or performance of this Agreement, any other Transaction Document Agreement or any other agreement referenced herein or therein of the Ancillary Documents (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, Agreement or any other Transaction Document or such other agreementof the Ancillary Documents), ; (Cc) any breach or violation of this Agreement, any other Transaction Document Agreement or any other agreement referenced herein or therein of the Ancillary Documents; and (Dd) any failure of any of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein thereunder (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the persons Persons that are are, in the case of this Agreement, expressly identified as parties to this Agreement or Agreement, and in the applicable Transaction Document andcase of the Ancillary Documents, Persons expressly identified as parties to such Ancillary Documents and in accordance with, and subject to the terms and conditions of of, this Agreement and the applicable Transaction Documentor such Ancillary Documents, as applicable. In furtherance and not Notwithstanding anything in limitation this Agreement or any of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise Ancillary Documents to the contrary, each party hereto covenants, agrees and acknowledgesagrees, on behalf of itself and its respective Related Parties, that (x) no recourse under this Agreement, any other Transaction Document Agreement or any other document or certificate referenced herein or therein of the Ancillary Documents or in connection with any of the transactions contemplated hereby hereunder or thereby thereunder (including the Financing) shall will be sought or had against any other personPerson, including any Parent Related Party, the Land Bank, and any Debt Financing Source and (y) neither the Debt Financing Sources nor any other Person, including any Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall the Land Bank will have any liabilities liability or obligations (whether in Contract or in tortobligation, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations action or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (Aa) through (Dd), it being expressly agreed and acknowledged that no personal liability liability, obligation or losses whatsoever shall will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (Aa) through (Dd), in each case, except for claims that (1) the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.028.2, Section 8.10 8.3 and this Section 8.11): 9.17) (i) against any person Person that is party to the Confidentiality Agreement underto, and subject solely pursuant to the terms and conditions of, the Confidentiality Agreement or a Tender and Support Agreement, (ii) against each Guarantor underInvestor for specific performance of its obligation to fund its committed portion of the Equity Financing solely in accordance with, and subject pursuant to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation Section 6 of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, Commitment Letter or (iviii) against the Company, Parent or Sub, as applicable, underMerger Sub solely in accordance with, and subject pursuant to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Agreement. Notwithstanding anything to the contrary herein in this Agreement or otherwiseany of the Ancillary Documents, (i) no Company Parent Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall will be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which that may be alleged as a result of this AgreementAgreement (other than for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages solely with respect to Parent or Merger Sub) or any of the other Transaction Ancillary Documents or any other agreement referenced herein or therein or of the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party Notwithstanding anything to the contrary herein, (i) the Company agrees, on behalf of itself and its the Company Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing none of the corporate, limited partnership Financing Sources shall have any liability or limited liability company veil obligation to the Company or any other theory of the Company Related Parties relating to this Agreement or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document the Financing Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) ); provided, however, that, the foregoing will not limit the rights of the parties to be consummatedthe Financing under the definitive agreements with respect thereto, in each case, may be made only against and (and are those solely ofii) the persons Parent, US Holdco and the Merger Sub agree, on behalf of themselves and the Surviving Corporation, that are expressly identified as parties other than the Principal Stockholder in accordance with the terms of the Company Voting Agreement, no Company Related Party shall have any liability or obligation to the Company, the Parent, US Holdco, the Merger Sub, Surviving Corporation or any of their Financing Sources relating to this Agreement or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation Financing Documents or any of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced transactions contemplated herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwiseherein, (i) the Company agrees that no Company Parent Related Party shall have any rights liability or claims against any Debt Financing Source in connection with obligation to the Company relating to this Agreement, the Transactions, the Debt Financing Agreement or any other of the transactions contemplated hereby herein or therebytherein, whether at law or equity, in contract, in tort or otherwise; provided that except the foregoing shall not in any way limit or modify the rights and obligations of Parent the Parent, US Holdco and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms Merger Sub set forth in this Agreement and conditions of the Debt Commitment Letter and (ii) no as otherwise agreed in writing by any Parent Related Party shall be responsible or liable for any multiple(including under the Parent Irrevocable Undertakings). The Parent, consequentialUS Holdco, indirect, special, statutory, exemplary or punitive damages which may be alleged the Merger Sub and the Company have executed this Agreement as a result of the date set forth in the initial caption of this Agreement. CINEWORLD GROUP PLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer CROWN INTERMEDIATE HOLDCO, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing)INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President and Secretary CROWN MERGER SUB, or the termination or abandonment of any INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President and Secretary REGAL ENTERTAINMENT GROUP By: /s/ ▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Executive Officer FIRST: The name of the foregoingCorporation is Regal Entertainment Group (hereinafter the “Corporation”).

Non-Recourse. (a) Each party agrees, on behalf Except in respect of itself Fraud against any Person that committed Fraud and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing the remedies of the corporateSeller under the Purchaser Parent Guaranty against the Purchaser Parent, limited partnership or limited liability company veil or this Agreement shall be enforceable only against, and any other theory or doctrine, including alter ego or otherwise) that may be Action based upon, in respect of, arise arising under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with or related in any transactions contemplated hereby manner to this Agreement, the other Transaction Documents or thereby (including the Financing) Transactions shall be sought or had brought only against any other personthe Parties, and then only with respect to the specific obligations set forth in this Agreement applicable to such Party. No Person that is not a Party including any Parent Related past, present or future Representative or Affiliate of a Party and or any Company Related PartyAffiliate of any of the foregoing (each, and no other person, including any Parent Related Party and any Company Related Partya “Nonparty Affiliate”), shall have any liabilities or obligations Liability (whether in Contract or in contract, tort, in Law or strict liability, at Law, in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, Liabilities or other obligations or liabilities arising under, out of, of or in connection with or related in any manner to this Agreement, the items other Transaction Documents or the Transactions, or based upon, in respect of or by reason of the immediately preceding clauses (A) through (D)Transaction Documents or the negotiation, it being expressly agreed and acknowledged that no personal liability execution, performance or losses whatsoever shall attach to, be imposed on or otherwise be incurred by Breach of any of the aforementionedTransaction Documents. To the extent permitted by Law, as sucheach Party hereby (a) waives and releases all such claims, arising undercauses of action, out ofLiabilities and other obligations against any such Nonparty Affiliates, in connection with (b) waives and releases any and all claims, causes of action, rights, remedies, demands or related Actions that may otherwise be available to avoid or disregard the items in entity form of a Party or otherwise impose the immediately preceding clauses Liability of a Party on any Nonparty Affiliate, whether granted by Law or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise, and (Ac) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, disclaims any reliance upon any Nonparty Affiliates with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents and any representation or any other agreement referenced herein warranty made in, in connection with or therein as an inducement hereto or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingthereto.

Non-Recourse. (a) Each party agreesNotwithstanding anything herein to the contrary, on behalf of itself and its Related Partiesno Representative, that all ProceedingsAffiliate of, claimsor direct or indirect equity owner in, obligations, liabilities or causes of action the Company shall have any liability (whether in Contract contract or in tort, in Law or in equity or otherwiseequity, or granted by statute based upon any theory that seeks to impose liability of an entity party against its owners or otherwise, whether by Affiliates) to either Parent or through attempted piercing of the corporate, limited partnership or limited liability company veil Merger Sub or any other theory Person as a result of the breach of any representation, warranty, covenant, agreement or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected withobligation of the Company in, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, otherwise in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document Agreement or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein hereby or in connection with any transactions contemplated hereby herewith or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Partytherewith, and no other personRepresentative, including any Parent Related Party and any Company Related PartyAffiliate of, or direct or indirect equity owner in, Parent, shall have any liabilities or obligations liability (whether in Contract contract or in tort, in Law or in equity or otherwiseequity, or granted by statute based upon any theory that seeks to impose liability of an entity party against its owners or otherwise, whether by or through attempted piercing of Affiliates) to the corporate, limited partnership or limited liability company veil Company or any other theory Person as a result of the breach of any representation, warranty, covenant, agreement or doctrineobligation of any of Parent or Merger Sub in, including alter ego or otherwise) otherwise in connection with, this Agreement or any of the transactions contemplated hereby or in connection herewith or therewith, except for any claimsliability arising under or resulting from any written agreement that any such Representative, causes of actionAffiliate, obligations or liabilities arising under, out of, direct or indirect equity owner expressly becomes a party to in connection with or related the Transactions contemplated hereby, and then, only to the items extent expressly set forth in such agreement. Notwithstanding anything to the immediately preceding clauses contrary contained herein, each of Parent, Merger Sub and the Company, and each of their respective Representatives and their respective successors and assigns (Aeach, a “Waiving Party”) through hereby waive, and agree not to commence or join in with, any claim, cause of action or proceeding against any stockholders of Parent (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any including without limitation the holders of the aforementioned, as such, arising under, out of, in connection with Parent Series A Preferred) or related to any shareholders of the items in the immediately preceding clauses (A) through (D)Company, in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions transaction contemplated hereby or therebyin connection herewith or therewith, whether at law except for any claim, cause of action or equityproceeding arising under or resulting from any written agreement that any such Representative, Affiliate, or direct or indirect equity owner expressly becomes a party to in contractconnection with the Transactions contemplated hereby, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant then, only to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingextent expressly set forth in such agreement.

Non-Recourse. This Agreement may only be enforced against, and any Action based upon a breach of this Agreement, may only be brought against, the Persons that are expressly named as parties hereto, and then only to the extent set forth herein. Except to the extent a named party to this Agreement (a) Each and then only to the extent of the specific obligations undertaken by each such named party agreesin this Agreement and not otherwise), on behalf no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Financing Source, Financing Source Party, Affiliate, agent, attorney, advisor or representative or Affiliate of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes any of action the foregoing shall have any liability (whether in Contract contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Parent or Merger Sub under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. Notwithstanding anything to the contrary in this Section 9.12, nothing in this Section 9.12 shall in any way limit or modify Parent’s rights with respect to any claims for Fraud. No Financing Sources or Financing Source Parties shall have any liability (whether in contract or in tort, in Law law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwiseequity) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a partyagreement executed in connection herewith or therewith (as the case may be) or any claim based on, in respect of, or by reason of this Agreement or such other agreement (vas the case may be) against any parties to or the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or therebythereby or the negotiation or execution hereof or thereof, whether at law or equityand each such Person waives and releases all such liabilities, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights claims and obligations of Parent and its affiliates to assert claims against the Debt any Financing Source or Financing Source Party. The Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged Financing Source Parties are expressly intended as a result third party beneficiaries of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingSection 9.12.

Non-Recourse. (a) Each party agreesThis Agreement may only be enforced against, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities any claims or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate to: (A) to this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, Agreement may only be made only against against, the entities (or their respective successors and are those solely ofpermitted assigns) the persons that are expressly identified as parties to parties. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, lender, agent, attorney or representative of Seller, Seller Parent, the Purchased Corporations or Buyer or any of their respective Affiliates (other than Seller, Seller Parent, the Purchased Corporations and Buyer) shall have any liability for any obligations or liabilities of Seller, Seller Parent, the Purchased Corporations or Buyer under this Agreement of or the applicable Transaction Document andfor any claim based on, in accordance withrespect of, and subject to or by reason of, the terms and conditions transactions contemplated hereby, except in the event of this Agreement and the applicable Transaction Documentfraud or willful misconduct. In furtherance and not in Without limitation of the foregoing, and notwithstanding anything contained in it is acknowledged that certain proceeds from the transactions contemplated by this Agreement will be distributed directly at Closing by the terms of this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein after Closing by Seller, to Seller’s and/or Seller Parent’s secured lenders, and Buyer shall not seek to clawback from such secured lenders such proceeds distributed to such secured lenders, provided that, for the avoidance of doubt, the foregoing shall not impair or otherwise limit Seller’s or Seller Parent’s indemnification obligations to Buyer hereunder. None of the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under Parties to this Agreement, any other Transaction Document nor or any other document or certificate referenced herein or therein or of their respective Affiliates, solely in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related their respective capacities as parties to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source lender of Buyer, solely in their respective capacities as lenders or arrangers in connection with the debt financing provided to Buyer and its Affiliates, and such lenders, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Party to this Agreement or any related person thereof, in connection with this Agreement, Agreement or the Transactions, the Debt Financing or any other transactions contemplated hereby or therebydebt financing provided to Buyer and its Affiliates, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary contained herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source elsewhere in the other documents to be executed by the Borrower in connection with the Bonds, it is understood and agreed that the Issuer and the Trustee will look solely to the Borrower for payment of the obligations hereunder and not to the members or the partners of the Borrower; provided, however: (a) nothing in this Section shall be or be deemed to be a release or impairment of such obligations or preclude the Issuer and the Trustee from suing pursuant to this Agreement, ; (b) this Section shall not release the Transactions, members of the Debt Financing Borrower from liability to the Issuer and the Trustee for the application of any funds received by the members of the Borrower in violation of the covenants contained in this Agreement or in any other transactions contemplated hereby or thereby, whether at law or equity, document executed in contract, in tort or otherwise; provided that the foregoing connection herewith; (c) this Section shall not preclude the Issuer and the Trustee from securing a judgment from any party who subsequently assumes the payment of the obligations hereunder or as against any other person or persons or entity who may hereafter become liable for the payment of such obligations; and (d) nothing contained herein is intended to relieve, release, discharge or affect in any way limit the personal liability of any third party to the Issuer and the Trustee, including any guarantors, for payment of the Borrower’s obligations or modify otherwise. (e) No covenant, provisions or agreement of the rights Issuer herein or in the Bonds or in any other document executed by the Issuer in connection with the issuance, sale and delivery of the Bonds, or any obligation herein or therein imposed upon the Issuer or breach thereof, shall give rise to a pecuniary liability of the Issuer, its officers, employees or agents or a charge against the Issuer’s general credit or general fund or shall obligate the Issuer, its officers, employees or agents financially in any way except with respect to this Indenture and the application of revenues therefrom and the proceeds of the Bonds. No failure of the Issuer to comply with any term, condition, covenant or agreement therein shall subject the Issuer, its officers, employees or agents to liability for any claim for damages, costs or other financial or pecuniary charges except to the extent that the same can be paid or recovered from this Indenture or revenues therefrom or proceeds of the Bonds. No execution on any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit or general fund of the Issuer. In making the agreements, provisions and covenants set forth herein, the Issuer has not obligated itself except with respect to the Indenture and the application of revenues thereunder as provided therein. The Bonds constitute special obligations of Parent and its affiliates the Issuer, payable solely from the revenues pledged to assert claims against the Debt Financing Sources payment thereof pursuant to this Indenture and the terms Loan. Agreement, and conditions do not now and shall never constitute an indebtedness or a loan of the Debt Commitment Letter credit of the Issuer, the State of Iowa or any political subdivision thereof or a charge against their general taxing powers within the meaning of any constitutional or statutory provision whatsoever. The Issuer has no taxing power. It is further understood and (ii) agreed by the Borrower and the Bondowners that the Issuer, its officers, employees or agents shall incur no Parent Related Party pecuniary liability hereunder and shall not be responsible or liable for any multipleexpenses related hereto, consequentialall of which the Borrower agrees to pay. If, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result notwithstanding the provisions of this AgreementSection, the other Transaction Documents Issuer, its officers, employees or agents incur any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing)expense, or suffer any losses, claims or damages or incurs any liabilities, the termination Borrower will indemnify and hold harmless the Issuer, its officers, employees or abandonment agents from the same and will reimburse the Issuer, its officers, employees or agents in relation thereto, and this covenant to indemnify, hold harmless and reimburse the Issuer, its officers, employees or agents shall survive delivery of any of and payment for the foregoingBonds.

Non-Recourse. (a) Each party agreesThis Agreement may only be enforced against, on behalf of itself and its Related Partiesany claim, that all Proceedingsaction, claims, obligations, liabilities suit or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be legal proceeding based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate to: (A) related to this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties in the preamble hereto and then only with respect to the specific obligations set forth herein with respect to such party. No Financing Source, and no past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Agents of any other Transaction Document Financing Source or of any party hereto or of any Affiliate of any party hereto, or any of their successors or permitted assigns (each, a “Non Recourse Party”), shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim, action, suit or other agreement referenced herein or therein (including any representation or warranty made inlegal proceeding based on, in connection with, respect of or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure by reason of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other personhereby, including any Parent Related Party and any Company Related Partynegotiation, and no other personexecution, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwiseperformance, or granted by statute or otherwise, whether by or through attempted piercing breach of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties document relating to the Voting Agreements under, and subject to transactions contemplated by the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing CommitmentsTransaction Documents. (b) Notwithstanding anything The provisions of this Section 11.14, together with the remedies specified in Article VIII and Article IX,, were specifically bargained for between Sellers and Purchaser and were taken into account by Sellers and Purchaser in agreeing to the contrary herein or otherwiseamount of the Purchase Price, the adjustments thereto and the other terms and conditions hereof. Sellers and Purchaser have specifically relied upon the provisions of this Section 11.14, together with the remedies specified in Article VIII and Article IX, in agreeing to the Purchase Price, the adjustments thereto and the other terms and conditions hereof, including in agreeing to provide the specific representations and warranties set forth herein. (ic) no Company Related Party shall have any rights or claims against any Debt Financing Source Each of the parties is a sophisticated Person that was advised by experienced counsel and, to the extent it deemed necessary, other advisors in connection with this Agreement. The parties hereto have voluntarily agreed to define their rights, liabilities and obligations respecting the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, exclusively in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources Contract pursuant to the express terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result provisions of this Agreement; and the parties hereto expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement. Furthermore, the other Transaction Documents or parties each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s length negotiations; all parties to this Agreement specifically acknowledge that no party has any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment special relationship with another party that would justify any expectation beyond that of any of the foregoingan ordinary buyer and an ordinary seller in an arm’s length transaction.

Non-Recourse. (a) Each party agreesNotwithstanding anything to the contrary in this Agreement, the Company, on behalf of itself and its the Company Related Parties, agrees that all Proceedings, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable other Transaction Document. In furtherance and not in limitation of the foregoingDocuments may only be enforced against, and notwithstanding anything contained in this Agreementany claim, any action, suit or other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations Legal Proceeding (whether in Contract contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claimsbreach (whether willful (including a Willful Breach), causes intentional, unintentional or otherwise), loss, Liability, damage or otherwise in connection with, relating to or arising out of actionany of the Transaction Claims, may only be brought against the entities that are expressly named as parties hereto or thereto and then only with respect to the specific obligations set forth herein or liabilities arising undertherein with respect to such party, out and solely in accordance with, and subject to the terms and conditions of, this Agreement or such Transaction Document, as applicable. In no event shall any named party to the Transaction Documents have any shared or vicarious liability for the actions or omissions of any other Person. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, no Parent Related Party other than Parent or Merger Sub (a “Non-Recourse Party”) shall have any liability or obligation for any Liabilities of any Person, including any party to this Agreement or any other Transaction Document, under this Agreement or any Transaction Document or for any claim or Legal Proceeding (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) in connection with, relating to or arising out of any of the Transaction Claims, other than the obligations of the Carlyle Guarantor solely in accordance with, and subject to the terms and conditions of, the Carlyle Guaranty, and the obligations of the SKCP Guarantors solely in accordance with, and subject to the terms and conditions of, the SKCP Guaranty. In furtherance and not in limitation of the foregoing, the Company covenants, agrees and acknowledges that no recourse under this Agreement or any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or related thereby or any Transaction Claims shall be sought or had against any other party to this Agreement, the items in the immediately preceding clauses (A) through (D)other Transaction Documents, it being expressly agreed and acknowledged that no personal liability any Non-Recourse Party or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each caseother Person, except for claims that (1) the Company, Parent or Sub, as applicable, Company may assert (subject, with respect to the following clauses (ii) and (iii), subject in all respects to the limitations set forth in Section 7.029.2, Section 8.10 9.3(h), Section 10.8 and this Section 8.11): 10.13) (iv) against any person that is party to the Confidentiality Agreement underPJC, solely in accordance with, and subject to the terms and conditions of, the Confidentiality Agreement, (iiw) against each Guarantor underthe Carlyle Guarantor, solely in accordance with, and subject to the terms and conditions of, the GuaranteeCarlyle Guaranty (subject to the last sentence of Section 10.8(d)), (iiix) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing underSKCP Guarantors, solely in accordance with, and subject to the terms and conditions of, the Equity Financing CommitmentSKCP Guaranty (subject to the last sentence of Section 10.8(d)), (ivx) against the CompanyCarlyle Guarantor under the Carlyle Commitment Letter for specific performance of the obligation of the Carlyle Guarantor to fund its commitment under the Carlyle Commitment Letter, solely in accordance with, and subject to the terms and conditions of, the Carlyle Commitment Letter (subject to the last sentence of Section 10.8(d)), (y) against the SKCP Guarantors under the SKCP Commitment Letter for specific performance of the obligation of the SKCP Guarantors to fund their commitment under the SKCP Commitment Letter, solely in accordance with, and subject to the terms and conditions of, the SKCP Commitment Letter (subject to the last sentence of Section 10.8(d)), or (z) against Parent or and Merger Sub, as applicable, undersolely in accordance with, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing CommitmentsAgreement. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agreesAnything contained in any provision of this Loan Agreement, on behalf of itself and its Related Partiesthe Mortgage, that all Proceedingsthe Regulatory Agreement, claims, obligations, liabilities the Tax Certificate or causes of action (whether in Contract or in tortthe Note notwithstanding, in Law the event of any proceeding to foreclose the Mortgage or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing otherwise to enforce the provisions of the corporateNote, limited partnership this Loan Agreement, the Mortgage or limited liability company veil the Regulatory Agreement after Conversion, neither the Issuer, nor the Bondowner Representative or other holder of the Note (collectively, the “Noteholder”), nor any Owner of Bonds, nor any beneficiary of the Mortgage shall be entitled to take any action to procure any personal money judgment or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document deficiency decree against the Borrower or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure partner of the transactions contemplated hereunder Borrower or its or their heirs, personal representatives, successors and assigns, it being understood and agreed that recourse hereon and under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummatedMortgage, in each case, may be made only against (and are those solely of) the persons that are expressly identified as parties to this Agreement or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Regulatory Agreement and the applicable Transaction Document. In furtherance and not in limitation Note shall, following the Conversion Date, be limited to the assets of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise Borrower that are the security from time to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, time provided with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 Note and this Section 8.11): (i) against any person that is party Loan Agreement; provided, however, nothing herein contained shall limit or be construed to limit or impair the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) enforcement against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement Project or any other Transaction Document additional security as may from time to which such person is a party, or (v) against any parties time be given to the Voting Agreements under, and subject to beneficiary hereof as security for the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions performance of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Loan Agreement, the TransactionsMortgage, the Debt Financing Regulatory Agreement, the Tax Certificate, the Note, or any other transactions contemplated hereby instrument now or therebyhereafter securing the Note or this Loan Agreement, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations remedies of Parent the Bondowner Representative or the beneficiary, its successors and its affiliates to assert claims against assigns, under this Loan Agreement, the Debt Financing Sources pursuant Mortgage, the Regulatory Agreement, the Tax Certificate or the Note or any other instruments. Notwithstanding the foregoing, the provisions of this Section shall be null and void and have no force and effect to the terms and conditions extent of any loss suffered by the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible Issuer, the Bondowner Representative, any Bondholder or liable for any multiple, consequential, indirect, special, statutory, exemplary beneficiary of or punitive damages which may be alleged the trustee under the Mortgage as a result of this Agreement, the other Transaction Documents or Borrower’s: (a) committing any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder act of fraud; (including the Financing), or the termination or abandonment b) misapplication of any of the foregoing.condemnation award or casualty insurance proceeds;

Non-Recourse. (a) Each party agreesExcept to the extent otherwise set forth in the Ancillary Agreements, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities liabilities, or causes of action (whether in Contract contract or in tort, in Law law or in equity or otherwiseequity, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) under this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution execution, or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and such representations and warranties are those solely of) the persons Persons that are expressly identified as parties in the Preamble to this Agreement or (the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document“Contracting Parties”). In furtherance and No Person who is not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other persona Contracting Party, including any Parent Related Party current, former or future director, officer, employee, incorporator, member, partner, manager, shareholder, Affiliate, agent, attorney, representative or assignee of, and any Company Related financial advisor to any Contracting Party, and no other personor any current, including any Parent Related Party former or future director, officer, employee, incorporator, member, partner, manager, shareholder, Affiliate, agent, attorney, representative or assignee of, and any Company Related Partyfinancial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liabilities or obligations liability (whether in Contract contract or in tort, in Law law or in equity or otherwiseequity, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwisestatute) for any claims, causes of action, obligations obligations, or liabilities arising under, out of, in connection with with, or related in any manner to the items this Agreement or based on, in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out respect of, in connection with or related to the items in the immediately preceding clauses by reason of this Agreement or its negotiation, execution, performance, or breach (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, other than as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02the Ancillary Agreements), Section 8.10 and, to the maximum extent permitted by Law, each Contracting Party hereby waives and this Section 8.11): (i) releases all such liabilities, claims, causes of action, and obligations against any person that is party such Nonparty Affiliates. Without limiting the foregoing, to the Confidentiality Agreement undermaximum extent permitted by Law, and subject except to the terms extent otherwise set forth in the Ancillary Agreements: each Contracting Party hereby waives and conditions ofreleases any and all rights, the Confidentiality Agreementclaims, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a partydemands, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates causes of action that may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether otherwise be available at law or in equity, in contractor granted by statute, in tort to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, 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; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each Except for the liabilities and obligations of each Equity Investor expressly set forth in the Confidentiality Agreement, the Equity Commitment Letters or the Fee Funding Agreements to which it is a party agreesand subject in each case to the terms, on behalf of itself conditions and its Related Partieslimitations set forth therein, that all Proceedings, claims, obligations, liabilities liabilities, or causes of action (whether in Contract contract or in tort, in Law law or in equity or otherwiseequity, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) in any manner to this Agreement, any other Transaction Document or any other agreement referenced herein or therein Agreement or the transactions contemplated hereunder by this Agreement, or thereunder (including the Financing), (B) the negotiation, execution execution, or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and such representations and warranties are those solely of) the persons that are expressly identified as the parties in the preamble to this Agreement or (the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document“Contracting Parties”). In furtherance and No person who is not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other persona Contracting Party, including any Parent Related Party Equity Investor, and any Company Related current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of any of the foregoing and no other personthe Financing Entities Related Parties (collectively, including any Parent Related Party and any Company Related the “Non-Recourse Party”), shall have any liabilities or obligations liability (whether in Contract contract or in tort, in Law law or in equity or otherwiseequity, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwisestatute) for any claims, causes of action, obligations obligations, or liabilities arising under, out of, in connection with with, or related in any manner to this Agreement or the transactions contemplated by this Agreement or based on, in respect of, or by reason of this Agreement or the transactions contemplated by this Agreement or the negotiation, execution, performance, or breach of this Agreement (except for the liabilities and obligations of each Equity Investor expressly set forth in the Confidentiality Agreement, the Equity Commitment Letters or the Fee Funding Agreements to which it is a party and subject in each case to the items terms, conditions and limitations set forth therein), and, to the maximum extent permitted by applicable Law, each Contracting Party, on behalf of itself and its controlled Affiliates, hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Non-Recourse Party. Without limiting the foregoing, to the maximum extent permitted by applicable Law, except as provided in the immediately preceding clauses Transaction Documents, (Aa) through (D)each Contracting Party hereby waives and releases any and all rights, it being expressly agreed and acknowledged claims, demands, or causes of action that no personal liability may otherwise be available at law or losses whatsoever shall attach toin equity, be imposed on or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise be incurred by impute or extend the liability of a Contracting Party to any Non-Recourse Party, whether based on statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the aforementionedveil, as suchunfairness, arising underundercapitalization, out of, in connection with or related to the items in the immediately preceding clauses otherwise; and (Ab) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, Contracting Party disclaims any reliance upon any Non-Recourse Party with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a partyrepresentation or warranty made in, in connection with, or (v) against any parties as an inducement to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. Except as otherwise expressly provided in this Agreement or any Ancillary Agreement, (a) Each party agreesthis Agreement may only be enforced against, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities any claims or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate to: (A) to this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document Agreement or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each casehereby, may only be made only against (and are those solely of) the persons Persons that are expressly identified as parties Parties herein in their capacities as such, (b) no former, current or future stockholders, equity holders, Controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any Party hereto, or any former, current or future direct or indirect stockholder, equity holder, Controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any Liability for any obligations or Liabilities of the Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith; provided, however, that the foregoing shall not limit the obligations or Liabilities of any Non-Recourse Party under any Ancillary Agreement or other agreement to which such Non- Recourse Party is party, (c) without limiting the rights of any Party against the other Parties, in no event shall any Party or any of its Affiliates seek to enforce this Agreement against or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions make any claims for breach of this Agreement against any Non-Recourse Party.The covenants contained in this Section 8.15 are intended to be for the benefit of, and shall be enforceable by, each of the applicable Transaction DocumentNon-Recourse Parties and their respective heirs and assigns and shall not be deemed exclusive of any other rights to which any such Person may be entitled, whether pursuant to Law, Contract or otherwise. In furtherance and not in limitation of Without limiting the foregoing, the Company acknowledges and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, (on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (iiAffiliates) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have hereby waives any rights or claims against any Debt Financing Source Sources in connection with this Agreement, the Transactions, the Debt Financing or any other the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall , and agree not in to commence (and if commenced, agree to dismiss or otherwise terminate, and not to assist) any way limit or modify the rights and obligations of Parent and its affiliates to assert claims action against the Debt any Financing Sources pursuant in connection with this Agreement (including any action relating to the terms and conditions of the Debt Commitment Letter and (iiFinancing) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder hereby or thereunder (including thereby; provided, that, for the avoidance of doubt, nothing herein shall limit the rights any party to the Financing may have pursuant to any agreement entered into pursuant to such Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agreesThis Agreement may only be enforced against, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities any claims or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate to: (A) to this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, Agreement may only be made only against (and are those solely of) the persons entities that are expressly identified as Parties. Except to the extent named as a Party to or a third-party beneficiary of this Agreement, and then only to the extent of the specific obligations of such Parties set forth in this Agreement, no past, present or future shareholder, member, partner, manager, director, officer, employee, Affiliate, agent or Representative of any party to this Agreement will have any liability (whether in contract, tort, equity or otherwise) for any of the representations, warranties, covenants, agreements or other obligations or liabilities of any of the parties to this Agreement or for any claim based upon, arising out of or related to this Agreement (other than the applicable Transaction Document and, in accordance with, and subject Equity Investors to the terms and conditions of extent set forth in the Equity Commitment Letters). Notwithstanding anything in this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) neither the Company, Parent any Company Subsidiary, nor any of their respective Affiliates will have any rights or Subclaims, as applicableregardless of the legal theory under which such right or claim may be asserted, may assert (subjectwhether sounding in contract or tort, with respect to the following clauses (ii) and (iii)or whether at law or in equity, in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against or otherwise under any person that is party to the Confidentiality Agreement underlegal or equitable theory, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent will not seek or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or support any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any of the Debt Financing Source Sources in connection with with, relating to or arising out of this Agreement, the Transactions, or the Financing, and no Debt Financing Source shall have any liability to the Company, any Company Subsidiary, or any other transactions contemplated hereby of their respective Affiliates for any obligations or therebyliabilities of the Parties or for any claim (regardless of the legal theory under which such claim may be asserted, whether sounding in contract or tort, or whether at law or in equity, in contractor otherwise under any legal or equitable theory), based on, in tort respect of, or otherwise; provided that by reason of, this Agreement, the foregoing Transactions, or the Financing or in respect of any oral representations made or alleged to be made in connection herewith or therewith. For the avoidance of doubt, nothing in this Section 9.10 shall not in any way limit or modify qualify (x) the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to each other thereunder or in connection therewith or (y) the terms and conditions rights of the Debt Commitment Letter and (ii) no Company to make a claim against Parent Related Party shall be responsible or liable under the Confidentiality Agreement for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or breach thereof by any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingDebt Financing Source.

Non-Recourse. (a) Each party agreesSubject in all cases to the provisions of Section 11, on behalf of itself this Agreement and its Related Partiesthe Ancillary Agreements may only be enforced against, that all Proceedings, claims, obligations, liabilities and any claim or causes of action (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be suit based upon, in respect arising out of, arise under, out or by reason of, be connected withrelated to this Agreement or the Ancillary Agreements, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this AgreementAgreement or the Ancillary Agreements, may only be brought against the named parties to this Agreement or such Ancillary Agreements and then only with respect to the specific obligations set forth herein and therein with respect to the named parties to this Agreement or such Ancillary Agreements (in all cases, as limited by the provisions of Section 11 and with respect to the Debt Financing Entities, Section 15.18). No Person who is not a named party to this Agreement or the Ancillary Agreements, including any other Transaction Document past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of the Company, the Sellers or any of their respective Affiliates, will have or be subject to any liability or indemnification obligation (whether in contract, tort or otherwise) to the Buyer or any other agreement referenced herein Person resulting from (nor will the Buyer have any claim with respect to) (i) the distribution to the Buyer, or therein (including the Buyer’s use of, or reliance on, any representation information, documents, projections, forecasts or warranty other material made inavailable to the Buyer in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in connection with, or as an inducement to, the transactions contemplated by this Agreement, any other Transaction Document or such other agreement), (Cii) any breach claim based on, in respect of, or violation of this Agreementby reason of, any other Transaction Document or any other agreement referenced herein or therein the sale and (D) any failure purchase of the transactions contemplated hereunder Company, including any alleged nondisclosure or under misrepresentations made by any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummatedsuch Persons, in each case, regardless of the legal theory under which such liability or obligation may be made only against (and are those solely of) the persons that are expressly identified as parties sought to this Agreement or the applicable Transaction Document andbe imposed, whether sounding in accordance withcontract, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity tort or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or in equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and each party hereto waives and releases all such liabilities and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingsuch Persons.

Non-Recourse. (a) Each party agreesThis Agreement may only be enforced against, on behalf and any claim or suit based on, arising out of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action (whether in Contract related to this Agreement or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement may only be brought against, the named Parties to this Agreement and then only with respect to the specific obligations set forth herein with respect to the named Parties to this Agreement. No Person who is not a named party to this Agreement, including any other Transaction Document past, present or future director, manager, officer, employee, incorporator, member, partner, direct or indirect equityholder, Affiliate or Representative of the Corporation, the Vendor or any of their respective Affiliates will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to the Purchaser or any other agreement referenced herein Person resulting from (nor will the Purchaser have any claim with respect to) (i) the distribution to the Purchaser or therein (including its Representatives or the Purchaser’s or its Representatives’ use of or reliance on any representation information, documents, projections, forecasts or warranty other material made inavailable to Purchaser in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder by this Agreement or under (ii) any Transaction Document claim based on, in respect of or by reason of the sale and purchase of the Corporation, including any alleged non-disclosure or misrepresentations made by any such Persons or other agreement referenced herein or therein (including the Financing) to be consummatedPersons, in each case, regardless of the legal theory under which such liability or obligation may be made only sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise; and each Party waives and releases all such liabilities and obligations against (and are those solely of) the persons that are expressly identified as parties any such Persons. No Person who is not a named party to this Agreement or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, including any other Transaction Document past, present or future director, manager, officer, employee, incorporator, member, lender, partner, direct or indirect equityholder, Affiliate or Representative of the Purchaser or any of their respective Affiliates will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to the Vendor or any other document Person resulting from (nor will the Vendor have any claim with respect to) any claim based on, in respect of or certificate referenced herein by reason of the sale and purchase of the Corporation, or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other personfinancing thereof, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities alleged non-disclosure or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred misrepresentations made by any of the aforementioned, as such, arising under, out of, in connection with such Persons or related to the items in the immediately preceding clauses (A) through (D)other Persons, in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance regardless of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to legal theory under which such person is a partyliability or obligation may be sought to be imposed, whether sounding in contract or tort, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or in equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and each Party waives and releases all such liabilities and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingsuch Persons.

Non-Recourse. (a) Each party agreesThis Agreement may only be enforced against, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities any claim or causes cause of action (whether in Contract or in tortbased upon, in Law or in equity or otherwisearising out of, or granted by statute related to this Agreement or otherwisethe transactions contemplated hereby may only be brought against the entities that are expressly named as parties hereto and their respective successors and assigns. Except as set forth in the immediately preceding sentence, whether by no past, present or through attempted piercing future director, officer, employee, incorporator, member, partners, stockholder, Affiliate, agent, attorney or Representative of any party hereto (collectively, the corporate, limited partnership “Specified Persons”) shall have any liability for any obligations or limited liability company veil liabilities of any party hereto under this Agreement or for any other theory or doctrine, including alter ego or otherwise) that may be claim based uponon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitmentshereby. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the TransactionsPurchaser’s aggregate liability for any liability, the Debt Financing loss, damage or recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other transactions contemplated hereby losses or therebydamages, whether at law or law, in equity, in contract, in tort or otherwise; provided that ) arising under or in connection with any breach of this Agreement (whether willfully, intentionally, unintentionally or otherwise) or the foregoing failure of the Tranche 1 Closing or the Tranche 2 Closing to occur for any reason or otherwise in connection with the Transactions or this Agreement or in respect of any oral representations made or alleged to have been made in connection therewith shall be no greater than the Purchase Price and the Purchaser shall not in have any way limit further liability or modify the rights and obligations of Parent and its affiliates obligation relating to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result arising out of this Agreement, the other Transaction Documents Transactions or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment document relating thereto in excess of any of the foregoingsuch amount.

Non-Recourse. (a) Each party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action (whether Notwithstanding anything to the contrary contained in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil this Agreement or any other theory Loan Document, no present or doctrinefuture Constituent Member (as hereinafter defined) in any Borrower, including alter ego nor any present or otherwise) future shareholder, officer, director, employee, trustee, beneficiary, advisor, member, partner, principal, participant or agent of or in any Borrower or of or in any Person that may be based uponis or becomes a Constituent Member in any Borrower, in respect ofshall have any personal or other liability, arise underdirectly or indirectly, out under or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection withwith the Loan Documents, or except as an inducement to, this Agreement, may occur by virtue of such Person becoming a successor to any other Transaction Document or such other agreementBorrower pursuant to Section 12.06(a), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein . Administrative Agent and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledgesLender each, on behalf of itself and its respective Related Partiessuccessors and assigns, that no recourse under this Agreementhereby waives any and all such personal or other liability. The term “Constituent Member,” as used herein, shall mean any other Transaction Document direct partner or member in any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party Borrower and any Company Related PartyPerson that, and no directly or indirectly through one or more other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporatepartnerships, limited partnership liability companies, corporations or limited liability company veil or any other theory or doctrineentities, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, partner or (v) against member in any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Borrower. Notwithstanding anything to the contrary herein contained in the Loan Documents, neither the negative capital account of any Constituent Member in any Borrower nor any obligation of any Constituent Member in any Borrower to restore a negative capital account or otherwise, to contribute or loan capital to any Borrower or to any other Constituent Member in any Borrower shall at any time be deemed to be the property or an asset of Borrower (ior any such other Constituent Member) no Company Related Party and neither any Borrower nor any of their respective successors or assigns shall have any rights right to collect, enforce or claims proceed against any Debt Financing Source Constituent Member with respect to any such negative capital account or obligation to restore, contribute or loan. Nothing A/72912756.15 contained in connection with this AgreementSection 12.09 shall apply to, the Transactionsor be deemed to be a release or exculpation from liability of, the Debt Financing any Guarantor or any other transactions contemplated hereby Person who executes, or therebyis required by any Loan Document to execute, whether at law a Guaranty or equity, in contract, in tort or otherwise; the Environmental Indemnity (provided that nothing herein shall limit the foregoing shall not exculpation provisions (including Section 16) contained in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the FinancingGuaranty), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action All claims (whether in Contract or in tort, in Law law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwiseequity) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate to: (A) to this Agreement, any other Transaction Document or any other agreement referenced herein or therein Agreement or the transactions contemplated hereunder Transaction Documents or thereunder (including the Financing), (B) the negotiation, execution execution, performance or non-performance of this Agreement, any other Agreement or the Transaction Document or any other agreement referenced herein or therein Documents (including any representation or warranty made in, in or in connection withwith this Agreement, the Transaction Documents or as an inducement to, to enter into this Agreement, any other Agreement or the Transaction Document or such other agreement), (CDocuments) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made by any party hereto or thereto or any express third party beneficiary of any relevant provision hereof or thereof only against (and are those solely of) the persons Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other personDocuments, including any Parent Related director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement or any of the Transaction Documents (“Non-Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, Affiliates”) shall have any liabilities or obligations liability (whether in Contract or in tort, in Law law or in equity or otherwiseequity, or granted by statute based upon any theory that seeks to impose liability of an entity party against its owners or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwiseAffiliates) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to this Agreement, the items Transaction Documents or for any claim based on, in respect of, or by reason of this Agreement, the Transaction Documents or their negotiation or execution; and each party hereto or thereto waives and releases, on behalf of itself and in the immediately preceding clauses (A) through (D)case of Company, Company Related Parties, and in the case of Parent, Parent Related Parties, all such liabilities, claims and obligations against any such Non-Party Affiliates; it being expressly agreed and acknowledged understood that no personal liability or losses whatsoever the foregoing shall attach to, be imposed on or otherwise be incurred by not restrict any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, Company may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject pursuant to the terms and conditions of, of the Confidentiality Agreement, (ii) against each Guarantor under, and subject Agreement or the rights of the Company as an express third party beneficiary under the Equity Commitment Letter pursuant to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing CommitmentCommitment Letter. Nothing in this ‎Section 11.14, (iva) against precludes the Company, Parent parties or Sub, as applicable, under, and subject to the terms and conditions of, express third party beneficiaries from exercising any rights under this Agreement or any other Transaction Document to which such person is they are specifically a party, party or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. an express third party beneficiary thereof or (b) Notwithstanding anything to limits the contrary herein or otherwise, (i) no Company Related liability of any Non-Party shall have any rights or claims against any Debt Financing Source in connection with Affiliates under this Agreement, the Transactions, the Debt Financing Agreement or any other transactions contemplated hereby Transaction Document to which they are specifically a party. This ‎Section 11.14 is subject to, and does not alter the scope or therebyapplication of, whether at law or equity, in contract, in tort or otherwise; provided ‎Section 11.13. The parties acknowledge and agree that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Non-Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result Affiliates are intended third-party beneficiaries of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing‎Section 11.14.

Non-Recourse. Except as set forth in the Confidentiality Agreement, (a) Each party agreesthis Agreement may be enforced only against, on behalf and any Proceeding based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may be brought only against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party and (b) with respect to each Party, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor, lender or representative of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action such named Party shall have any Liability (whether in Contract contract or in tort, in Law at law or in equity or otherwise, or granted by statute based upon any theory that seeks to impose Liability of an entity party against its owners or otherwise, whether by Affiliates) for any one or through attempted piercing more of the corporaterepresentations, limited partnership warranties, covenants, agreements or limited liability company veil other obligations or liabilities of such named Party or for any other theory or doctrineclaim based on, including alter ego or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the persons that are expressly identified as parties related to this Agreement or the applicable Transaction Document and, in accordance withtransactions contemplated hereby. The provisions of this Section 10.16 are intended to be for the benefit of, and subject to enforceable by the terms Affiliates, officers, directors, employees, incorporators, members, partners, stockholders, agents, attorneys and conditions other representatives referenced in this Section 10.16 and each such Person shall be a third party beneficiary of this Agreement and the applicable Transaction DocumentSection 10.16. In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document Lender or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Lender Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations Liability (whether in Contract contract or in tort, in Law law or in equity or otherwiseequity, or granted by statute based upon any theory that seeks to impose Liability of an entity party against its owners or otherwiseaffiliates) to the Acquired Companies, whether by or through attempted piercing of GB Holdco, the corporate, limited partnership or limited liability company veil Representative or any other theory or doctrine, including alter ego or otherwise) Company Representative for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability Debt Financing or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or for any other Transaction Document to which such person is a partyclaim based on, in respect of, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions by reason of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby this Agreement or therebythe negotiation, whether at law execution or equityperformance thereof; and each Company Representative waives and releases all such liabilities, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights claims and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents Lender or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingLender Related Party.

Non-Recourse. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, (ai) Each party agreesthis Agreement may only be enforced against, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities or causes of action action, suits or other legal proceedings (whether in Contract contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwiseequity) that may be based upon, in respect of, arise under, out of or by reason of, be connected withrelate to this Agreement or the other Transaction Documents, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any Agreement or the other Transaction Document Documents (including any representation or warranty made in or in connection with this Agreement or the other Transaction Documents or as an inducement to enter into this Agreement or the other Transaction Documents), may be made only against the entities that are expressly identified as Parties, and then only with respect to the specific obligations set forth herein with respect to such Party and (ii) no Person who is not a named party to this Agreement or the other Transaction Documents, including any past, present or future director, officer, employee, incorporator, member, manager, managing member, partner, equity holder, Affiliate, agent, attorney or representative of any named party to this Agreement or the other Transaction Documents (or any Affiliate of any of the aforementioned) (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in Law, in equity, granted by statute or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or such other agreement referenced herein Transaction Documents (as the case may be) or therein for any claim based on, in respect of, or by reason of this Agreement or such other Transaction Documents (including as the case may be) or the negotiation or execution hereof or thereof; and each Party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement. Without limiting the foregoing, to the maximum extent permitted by Law, each Party disclaims any reliance on any Non-Party Affiliate with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to, to this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. Except for any claim or cause of action arising under or related to any letter of transmittal or documentation delivered in connection with payment of Merger Consideration through DTC and any remedy against the Equity Financing Sources with respect to their obligations and liabilities expressly provided for under the Equity Commitment Letter, any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought against Persons that are expressly named as Parties, and then only with respect to the specific obligations set forth herein. Except for any liability or obligation arising under or related to any letter of transmittal or documentation delivered in connection with payment of Merger Consideration through DTC and any remedy against the Equity Financing Sources with respect to their obligations and liabilities expressly provided for under the Equity Commitment Letter, no former, current or future direct or indirect equityholders, controlling Persons, stockholders, directors, officers, employees, members, managers, agents, trustees, Affiliates, general or limited partners or assignees of the Parties (aexcept permitted assignees under Section 9.4) Each party agreesor of any former, current or future direct or indirect equityholder, controlling Person, stockholder, director, officer, employee, member, manager, agent, trustee, Affiliate, general or limited partner or assignee of any of the foregoing (collectively, but for the avoidance of doubt excluding the Parties) will have any liability or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities of any Party under this Agreement or for any Proceeding based on, in respect of, or by reason of, the transactions contemplated by this Agreement, including the Merger (including the breach, termination or failure to consummate any of the transactions contemplated by this Agreement, including the Merger), in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable Proceeding, by virtue of any statute, regulation or applicable Law or otherwise and whether by or through attempted piercing of the corporate or partnership veil, by or through a claim by or on behalf of itself and its Related Partiesa Party hereto or another Person or otherwise. Notwithstanding anything to the contrary in this Agreement, that all Proceedings, claims, obligations, liabilities in no event will the Brookfield Affiliated Holders or causes of action the Sole GP Member be subject to or liable for (whether in Contract or in tortat law, in Law or equity, in equity contract, tort or otherwise, or granted by statute or otherwise, and whether by or through attempted piercing of the corporate, limited partnership or limited liability company or partnership veil or directly or indirectly through any other Person) any monetary damages to the Partnership, the Partnership GP or any of their respective Affiliates or any other theory Person, for any damages, liabilities or doctrineother adverse consequences incurred by the Partnership, including alter ego the Partnership GP or otherwise) that may be based upon, in respect of, arise under, out any of their respective Affiliates or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document of their respective Representatives or any other agreement referenced herein or therein Person for any breach by the Brookfield Affiliated Holders or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance Sole GP Member of this Agreement, and the Partnership, the Partnership GP and their respective Affiliates shall not otherwise be entitled to make any other Transaction Document claim against the Brookfield Affiliated Holders or the Sole GP Member, and the Brookfield Affiliated Holders and the Sole GP Member shall have no further liability to the Partnership, the Partnership GP or any of their respective Affiliates or any other agreement referenced herein or therein (including any representation or warranty made inPerson therefor, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation except that the Partnership and the Partnership GP shall be entitled to seek specific performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein Agreement and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummatedEquity Commitment Letter, in each case, may be made as and only against (and are those solely of) the persons that are expressly identified as parties to this Agreement or the applicable Transaction Document and, in accordance with, and subject to the terms extent permitted hereunder and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitmentsthereunder. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. (a) Each party agreesThis Agreement may only be enforced against, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, liabilities any claim or causes cause of action based upon, arising out of or related to this Agreement may only be brought against the Persons that are expressly named as Parties (which for the avoidance of doubt, does not include any Financing Source) 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 specific obligations undertaken by such named Party in this Agreement), no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any Party or of any Financing Source shall have any Liability (whether in Contract contract or in tort, in Law or in equity or otherwiseequity, or granted by statute based upon any theory that seeks to impose Liability of an entity party against its owners or otherwise, whether by Affiliates) for any obligations or through attempted piercing Liabilities of the corporate, limited partnership any Party under this Agreement or limited liability company veil or for any other theory or doctrine, including alter ego or otherwise) that may be claim based uponon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) 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 or the applicable Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement and the applicable Transaction Document. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought in respect of any oral representations made or had against any other person, including any Parent Related Party and any Company Related Party, and no other person, including any Parent Related Party and any Company Related Party, shall alleged to have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, been made in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant to the terms and conditions of the Financing Commitments. (b) herewith. Notwithstanding anything to the contrary herein or otherwisecontained herein, each of Sellers, Members, the Agent, and each of their respective Representatives and their respective successors and assigns (ieach, a “Waiving Party”) no Company Related Party shall have hereby waive any rights or claims against any Debt Financing Source in connection with this Agreement, the TransactionsFinancing, the Debt Financing Commitment Letter or any other transactions contemplated hereby or therebyDefinitive Agreements, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall , and each Waiving Party agrees not to commence or join in with any way limit claim, cause of action or modify the rights and obligations proceeding against any Financing Source in connection with this Agreement or any transaction contemplated hereby (including any claim, cause of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant action or proceeding relating to the terms Financing, the Commitment Letter or the Definitive Agreements). The Waiving Parties each acknowledge and conditions of agree to the Debt confidentiality provisions contained in the Commitment Letter and the Redacted Fee Letters with respect thereto. (iib) no Parent Related Party The provisions of this Section 12.12 are intended to be for the benefit of, and enforceable by, the directors, managers, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys and other Representatives of the Parties and the Financing Sources, and each such Person shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result an express intended third party beneficiary of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoingSection 12.12.

Non-Recourse. (a) Each party agrees, on behalf of itself and its Related Parties, that all Proceedings, All claims, obligations, liabilities Liabilities, or causes of action (whether in Contract or in tort, in Law law or in equity or otherwiseequity, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwisestatute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) in any manner to this Agreement, any other Transaction Document or any other agreement referenced herein or therein Ancillary Agreements or the transactions contemplated hereunder hereby or thereunder (including the Financing)thereby, (B) or the negotiation, execution execution, or performance of this Agreement, any other Transaction Document Ancillary Agreements or any other agreement referenced herein the transactions contemplated hereby or therein thereby (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely ofexpressly limited to) the persons Persons that are expressly identified as parties Parties in the preamble to this Agreement or the applicable Transaction Document and, in accordance with, and subject named parties to the terms and conditions of this any Ancillary Agreement and the applicable Transaction Document(“Contracting Parties”). In furtherance and No Person who is not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other persona Contracting Party, including any Parent Related Party past, present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative of, and any Company Related financial advisor or lender to, any Contracting Party, and no other personor any director, including any Parent Related Party officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative of, and any Company Related Partyfinancial advisor or lender to, shall any of the foregoing Persons (collectively, “Nonparty Affiliates”), will have any liabilities or obligations liability (whether in Contract or in tort, in Law law or in equity or otherwiseequity, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwisestatute) for any claims, causes of action, obligations or liabilities Liabilities arising under, out of, in connection with with, or related in any manner to this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby or based on, in respect of, or by reason of this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby or their negotiation, execution, performance or breach hereof. To the maximum extent not prohibited by Law, each Contracting Party hereby irrevocably and unconditionally waives and releases all such Liabilities, claims, causes of action, and obligations against all Nonparty Affiliates. Counterparts; Effectiveness. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement, and shall become effective when counterparts have been signed by each of the Parties and delivered to the items other Parties. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission in .pdf format or by facsimile shall be sufficient to bind the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent or Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 7.02, Section 8.10 and this Section 8.11): (i) against any person that is party to the Confidentiality Agreement under, and subject to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor under, and subject to the terms and conditions of, the Guarantee, (iii) against the Equity Financing Sources for specific performance of the obligation of the Equity Financing Sources to fund their committed portions of the Equity Financing under, and subject to the terms and conditions of, the Equity Financing Commitment, (iv) against the Company, Parent or Sub, as applicable, under, and subject to the terms and conditions of, this Agreement or any other Transaction Document to which such person is a party, or (v) against any parties to the Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (2) Parent and its affiliates may assert against the Financing Sources pursuant Parties to the terms and conditions of the Financing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, (i) no Company Related Party shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Transactions, the Debt Financing or any other transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify the rights and obligations of Parent and its affiliates to assert claims against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter and (ii) no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.. * * * * * [Signature Page Follows]