Common use of Non-Recourse Clause in Contracts

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation.

Non-Recourse. Notwithstanding anything to the contrary All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction Document, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or any document the other Transaction Documents or instrument delivered contemporaneously herewithotherwise to the contrary, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, each party covenants, agrees and acknowledges acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) Agreement or any documents or instruments delivered in connection herewith or therewith other Transaction Document shall be had againstagainst (i) any past, any former, current present or future directordirect or indirect equity holder, officer, agentcontrolling person, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partnermember, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholderstockholder, manager incorporator, representative or member assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, unless such Person is also a “Holder Affiliate”party), whether by or through attempted piercing and none of the corporate veilforegoing shall have any liability hereunder or thereunder (in each case, by or through a claim by or on behalf of Holder against the Holder Affiliateswhether in tort, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, contract or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms it being expressly agreed and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, for any obligations of Holder under this Agreement or the transactions contemplated herebyarising out of, under any documents or instruments delivered in connection herewith, with or for related in any claim based on, manner to the items in respect of, or by reason of, such obligations or their creationthe immediately preceding clauses (a) through (d).

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that Holder or any certain of its successors or permitted assignees the parties hereto may be a partnershippartnerships, limited liability company companies, corporations or similar domestic or foreign entityother entities, Parent by its acceptance of the benefits of this Agreement, each Holder covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have recourse or any obligation hereunder and claims or causes of action (whether in contract, tort or otherwise) under or that it has no rights may be based upon, arise out of recovery against, and no recourse hereunder or under relate to this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) Agreement or any documents or instruments delivered by any Person pursuant hereto or the negotiation, execution or performance hereof or thereof (including any representation or warranty made in or in connection herewith with, or therewith as an inducement to enter into this Agreement or such documents and instruments), shall be had againstagainst any of the Company’s, TopCo Parent’s, the Apollo Funds’, AP VIII Prime Security’s, the ▇▇▇▇ Equityholder’s or any Holder’s or any of the foregoing’s respective Affiliates’ former, current or future directordirect or indirect equity holders, officercontrolling Persons, agentstockholders, Affiliatedirectors, manager or employee of Holder (or any of its successors or assignees)officers, against any formeremployees, current or future general or limited partneragents, managerAffiliates, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any formermembers, current or future directorfinancing sources, officer, agent, employee, Affiliate, related party, assigneemanagers, general or limited partnerpartners or assignees, equityholderconsultants, manager attorneys, advisors, portfolio companies in which any such party or member of any of their investment fund Affiliates have made a debt or equity investment (and vice versa) or any other representative of the foregoing Apollo Funds (including any Person negotiating or executing this Agreement on behalf of a party hereto) (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder AffiliateRelated Party” and collectively, the “Related Parties”), in each case other than (subject, for the avoidance of doubt, to the provisions of this Agreement, the Certificate of Incorporation and the Bylaws) the Company, TopCo Parent, the Holders or any of their respective assignees under this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (it being expressly agreed and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the Related Parties, as such, for any obligations obligation or liability of the Company, TopCo Parent, the Apollo Funds, AP VIII Prime Security, the ▇▇▇▇ Equityholder or any Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or by any Person pursuant hereto for any claim based on, in respect of, of or by reason of, of such obligations or liabilities or their creation; provided, however, that nothing in this Section 15.20 shall relieve or otherwise limit the liability of the Company or any Holder, as such, for any breach or violation of its obligations under such agreements, documents or instruments.

Non-Recourse. Notwithstanding anything (a) This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought against the entities that are expressly named as parties hereto and then only with respect to the contrary that may be expressed or implied specific obligations set forth herein with respect to such party. (b) The Sellers each agree that, except to the extent a named party in this Agreement or any document or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that Holder or (a) neither it nor any of its successors Affiliates will bring or permitted assignees may be a partnershipsupport any action, limited liability company cause of action, claim, cross-claim or similar domestic third-party claim of any kind or foreign entitydescription, Parent by its acceptance of the benefits of this Agreementwhether in law or in equity, covenantswhether in contract or in tort or otherwise, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have against any obligation hereunder and that it has no rights of recovery againstpast, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, incorporator, member, partner, stockholder, Affiliate, manager agent, attorney or employee representative of Holder (the Buyer or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing Affiliates (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder AffiliateBuyer Related Party”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties way relating to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing Commitment, the Debt Financing, the Debt Financing Agreements or the performance thereof, and (b) no Buyer Related Party shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to the Sellers or the Target Entities or any of its and their respective Affiliates or their respective directors, officers, employees, agents, partners, managers or equity holders for any obligations or liabilities of any party hereto under any documents or instruments delivered in connection herewith, this Agreement or for any claim based on, in respect of, or by reason of, such the transactions contemplated hereby or in respect of any oral representations made or alleged to have been made in connection herewith. (c) The Buyer agrees that, except to the extent a named party in this Agreement and except in the event of Fraud, (a) neither it nor any of its Affiliates will bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of the Sellers or any of their Affiliates (each, a “Seller Related Party”), in any way relating to this Agreement or the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing Commitment, the Debt Financing, the Debt Financing Agreements or the performance thereof, and (b) no Seller Related Party shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to the Buyer or any of its Affiliates or their respective directors, officers, employees, agents, partners, managers or equity holders for any obligations or their creationliabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to have been made in connection herewith.

Non-Recourse. Notwithstanding anything herein to the contrary that may be expressed or implied in contrary, this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may only be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery enforced against, and no recourse hereunder any Proceeding (whether in Contract or under this Agreementin tort, the Merger Agreementin Law or in equity or otherwise, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) based upon, arising out of, or related to or by reason of (i) this Agreement or any other Transaction Document or the Transactions, (ii) the negotiation, execution or performance 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), (iii) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein or (iv) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein to be consummated may only be brought against, the Persons that are expressly named as parties hereto or thereto, as applicable (together with any assignee of a party hereto pursuant to Section 9.3 (Assignment)) and then only with respect to the specific obligations set forth herein with respect to such party. 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 the Company Related Parties and Parent Related Parties, as applicable, 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 shall be sought or had against any other person, including any Parent Related Party or Company Related Party, and no other person, including any Parent Related Party or 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 a claim by attempted piercing of the corporate, limited partnership or on behalf of Holder against the Holder Affiliateslimited liability company veil or any other theory or doctrine, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, including alter ego or otherwise; provided that (and notwithstanding anything ) for any claims, causes of action, obligations or Liabilities arising under, out of, in connection with or related to the contrary provided herein or items in any document or instrument delivered contemporaneously herewiththe immediately preceding clauses (i) through (iv), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms it being expressly agreed and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no liability Liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (i) through (iv), in each case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (subject in all respects to the limitations set forth in this Agreement) (x) against any person that is party to and solely pursuant to the terms and conditions of, the Confidentiality Agreement, or (y) against Parent and Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary herein or otherwise, no Parent Related Party or Company Related Party shall be responsible or liable for any obligations multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder, or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.

Non-Recourse. Notwithstanding anything Except to the contrary extent otherwise set forth in the Ancillary Agreements, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity or granted by statute) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of manner to this Agreement, covenantsor the negotiation, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have execution, or performance of this Agreement (including any obligation hereunder and that it has no rights of recovery againstrepresentation or warranty made in, and no recourse hereunder in connection with, or under as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Merger AgreementPersons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, the JBAincluding any current, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current former or future director, officer, agentemployee, Affiliateincorporator, manager or employee of Holder (or any of its successors or assignees)member, against any former, current or future general or limited partner, manager, equityholder shareholder, Affiliate, agent, attorney, representative or member of Holder (assignee of, and any financial advisor to any Contracting Party, or any of its successors or assignees) or any Affiliate or related party thereof or against any formercurrent, current former or future director, officer, agentemployee, employeeincorporator, member, partner, manager, shareholder, Affiliate, related partyagent, assigneeattorney, general representative or limited partnerassignee of, equityholderand any financial advisor or lender to, manager or member of any of the foregoing (eachcollectively, other than H▇▇▇▇▇ and its successors and permitted assignees, a the “Holder AffiliateNonparty Affiliates”), shall have any liability (whether by in contract or through attempted piercing of the corporate veilin tort, by in law or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingin equity, or granted by virtue statute) for any claims, causes of any statuteaction, regulation or other applicable lawobligations, or otherwise; provided that (and notwithstanding anything to the contrary provided herein liabilities arising under, out of, in connection with, or related in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties manner to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason ofof this Agreement or its negotiation, execution, performance or breach (other than as set forth in the Ancillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements: (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or their creationcauses of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of 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 (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement Agreement, or any document document, certificate or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall otherwise (together, the “Transaction Documents”), each Party acknowledges and agrees, on behalf of itself and its respective Related Persons (as defined below), that all Proceedings that may be had againstbased upon, in respect of, arise under, out of, by reason of, be connected with, or relate in any former, current or future director, officer, agent, Affiliate, manager or employee of Holder manner to (a) this Agreement or any Transaction Document or the transactions contemplated hereby or thereby, (b) the negotiation, execution or performance of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (this Agreement or any of its successors other Transaction Document (including any representation or assignees) warranty made in, in connection with, or any Affiliate or related party thereof or against any formeras an inducement to, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing documents), (eachc) any breach or violation of this Agreement or any other Transaction Document or (d) the failure of the transactions set forth on this Agreement or any Transaction Document to be consummated, other than H▇▇▇▇▇ in each case may be made only against (and are those solely of) the Persons that are expressly identified parties to such Transaction Document. In furtherance and not in limitation of the foregoing, each Party acknowledges and agrees, on behalf of itself and its successors respective Related Persons, that no recourse under this Agreement or any other Transaction Document or in connection with any transactions contemplated hereby or thereby shall be sought or had against any such other Person and permitted assigneesno such other Person shall have any liabilities (whether in contract or in tort, a “Holder Affiliate”)in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the preceding clauses (a) through (d), it being expressly agreed and acknowledged that no liabilities whatsoever shall attach to, be imposed on or otherwise be incurred by any direct or indirect, past, present or future shareholder, equity holder, controlling person, member, partner (limited or general), manager, director, officer, employee, lender, financing source, Affiliate, agent or other representative of any Person or any Affiliate of such Person (collectively, with such Person’s assignees, successors and assigns, the “Related Persons”), through the Company, its Subsidiaries or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of Holder against the Holder Affiliatesany party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable proceedingactions, suits, claims, investigations or proceedings, by virtue of any statute, regulation or other applicable lawApplicable Law, or otherwise; provided . The Parties acknowledge and agree that (and notwithstanding anything to the contrary provided herein Related Persons are intended third-party beneficiaries of this Section 5.16. Nothing in this Agreement precludes the Parties or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the Related Persons from exercising any rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant Merger Agreement or any other agreement to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (which they are specifically a party or with respect to any assignee hereof) as a an express third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to thereof, and nothing in this Agreement shall limit the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, any Related Person under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationother agreement to which they are specifically a party.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously in connection herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenantsthe Shareholder and Parent each covenant, agrees agree and acknowledges acknowledge that no person Persons other than Holder and its successors and permitted assignees shall the Parties hereto have any obligation hereunder liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that it each Party has no rights right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no recourse hereunder or under this Agreementpersonal liability shall attach to, the Merger Agreementformer, the JBAcurrent or future equity holders, H▇▇▇▇▇’s ECL (if any) controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any documents of either Party or instruments delivered in connection herewith or therewith shall be had against, any former, current or future equity holder, controlling person, director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholdermember, manager manager, Affiliate or member agent of any of the foregoing (eachcollectively, other than H▇▇▇▇▇ and its successors and permitted assigneesbut not including the Parties hereto, each a “Holder AffiliateNon-Recourse Party”), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder the other Party against the Holder Affiliatesany Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; provided . Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that (is not otherwise expressly identified as a Party to this Agreement, and notwithstanding anything to 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 contrary provided herein representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or instrument delivered contemporaneously herewith)any certificate, (A) nothing herein shall limit the rights of each instrument, opinion, agreement or other document of the other parties to the JBA (Party or any other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein Person delivered hereunder. The Non-Recourse Parties shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a be express third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations beneficiaries of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationSection 9.13.

Non-Recourse. Notwithstanding anything to Except as expressly set forth in the contrary other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of manner to this Agreement, covenantsor the negotiation, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have execution, or performance of this Agreement (including any obligation hereunder and that it has no rights of recovery againstrepresentation or warranty made in, and no recourse hereunder in connection with, or under as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Merger AgreementPersons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, the JBAincluding any current, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current former or future directorequityholder, officerincorporator, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assigneecontrolling person, general or limited partner, member, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, manager incorporator, controlling person, general or member of limited partner, Affiliate, or assignee or Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (eachor any successors, other than H▇▇▇▇▇ and its successors and permitted assigneespredecessors or assigns of the foregoing) (collectively, a the “Holder AffiliateNonparty Affiliates”), shall have any Liability (whether in contract or in tort, at law or in equity, granted by statute or through attempted piercing otherwise) for any claims, causes of the corporate veilaction, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingobligations, or by virtue of any statuteliabilities arising under, regulation or other applicable lawout of, in connection with, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or related in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties manner to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such obligations Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or their creationthe Confidentiality Agreement, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available, whether in contract or in tort, at law or in equity, granted by statute or otherwise, 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, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, each party hereto covenants, acknowledges and agrees and acknowledges that no person Person other than Holder and its successors and permitted assignees the parties hereto shall have any obligation hereunder and that it has no rights (a) notwithstanding that any of recovery againstthe parties hereto may be a partnership or limited liability company, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had againstagainst any former, current or future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the parties hereto, any former, current or future, direct or indirect holder of any equity interests or securities of any of the parties hereto (whether such holder is a limited or general partner, manager, member, stockholder, securityholder or otherwise), any former, current or future assignee of any of the parties hereto, any former, current or future director, officer, employee, agent, Affiliatefinancing source, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder management company, member, stockholder, securityholder, Affiliate, controlling Person or member representative or assignee of Holder (or any of its successors the foregoing, or assignees) or any Affiliate or related party thereof or against any former, current or future directorheir, officerexecutor, agentadministrator, employeetrustee, Affiliate, related party, assignee, general successor or limited partner, equityholder, manager or member assign of any of the foregoing other than the parties hereto or their respective successors or assignees under the this Agreement (eachany such Person or entity, other than H▇▇▇▇▇ and its the parties hereto or their respective successors and permitted assigneesor assignees under this Agreement, a “Holder AffiliateRelated Party”), whether by ) or through attempted piercing any Related Party of the corporate veil, by or through a claim by or on behalf Related Parties of Holder against the Holder Affiliates, parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable law, or otherwiseLaw; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (Bb) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no personal liability whatsoever shall will attach to, be imposed on, on or otherwise be incurred by any Holder Affiliate, as such, for Related Party of any obligations party hereto or any Related Party of Holder such party’s Related Parties under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, herewith or for any claim based on, in respect of, or by reason of, of such obligations hereunder or by their creation. [Signature pages follow.]

Non-Recourse. Notwithstanding anything to Each party agrees, on behalf of itself and its Affiliates (and, in the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance case of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this AgreementCompany, the Merger AgreementCompany Related Parties, and, in the case of Parent, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assigneesParent Related Parties), against any formerthat all Actions, current claims, obligations, liabilities, or future general causes of action (whether in contract or limited partnerin tort, managerin Law, equityholder or member of Holder (in equity or any of its successors otherwise, or assignees) granted by statute or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership, or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate to: (A) this Agreement, any statute, regulation other Transaction Document or any other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided agreement referenced herein or in any document therein or instrument delivered contemporaneously herewiththe transactions contemplated hereunder or thereunder (including the Financing), (AB) nothing the negotiation, execution or performance this Agreement, any other Transaction Document or any other agreement referenced herein shall limit the rights 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 each 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 the JBA (other than Holder) against Holder under the JBA pursuant this Agreement in accordance with, and subject to the terms and conditions of, this Agreement (but subject to the exceptions set forth in the next sentence). Notwithstanding anything contained in this Agreement, any other Transaction Document or any other 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, in the case of the JBACompany, the Company Related Parties, and, in the case of Parent, the Parent Related Parties), that no recourse under this Agreement, any other Transaction Document, or any other 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 Company Related Party, any Parent Related Party, and any Debt Financing Sources Related Party, and no other Person, including any Company Related Party, any Parent Related Party, and any Debt Financing Sources Related Party, shall have any liabilities or obligations (B) nothing herein shall limit the rights of each 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 parties 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 JBA items in the immediately preceding clauses (other than HolderA) through (D), it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliateof 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 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 8.02 and this Section 9.13): (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement; (ii) against each Guarantor under, if, as, and when required pursuant to the terms and conditions of, the Guarantee; (iii) against the equity providers for specific performance of their obligation to fund their committed portions of the Equity Financing, solely in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter; or (iv) against the Company, Parent, and Merger Sub, solely in accordance with, and pursuant to the terms and conditions of, this Agreement and (2) Parent and its Affiliates may assert, including by bringing an Action, against the Debt Financing Sources pursuant to the terms and conditions of the Commitment Letters. Notwithstanding anything to the contrary herein or otherwise, no Company Related Party, Parent Related Party, or Debt Financing Sources Related Party shall be responsible or liable for any obligations multiple, consequential, indirect, special, statutory, exemplary, or punitive damages that may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents, or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing. [The remainder of this page is intentionally left blank.]

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Affiliates, that it has no rights all actions, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder at Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue relate in any manner to (a) this Agreement and the Voting Agreement (together, the “Transaction 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 statuteother Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, regulation or other applicable lawin connection with, or otherwiseas an inducement to, this Agreement, any other Transaction Document or such other agreement); provided that (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 Merger or any other transaction contemplated by 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 notwithstanding anything to are those solely of) the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other Persons that are expressly identified as parties to this Agreement or the JBA (applicable other than Holder) against Holder under the JBA pursuant Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement or the JBAapplicable other Transaction Document, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other 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, that no recourse under this Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby shall be sought or had against any other Person, shall have any liabilities or obligations (B) nothing herein shall limit the rights of each whether in Contract or in tort, at Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other parties 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 JBA items in the immediately preceding clauses (other than Holdera) through (d), it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof 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). Notwithstanding anything to the contrary herein or otherwise, no Lender Related Party shall have any liability or obligation in connection with or related in any manner to the aforementioned to any Person that is not a party to the Financing or the Commitment Letter. Notwithstanding anything to the contrary herein or otherwise, none of the Company, its Affiliates or its or their respective Representatives shall be responsible or liable for (i) any obligations multiple, consequential, indirect, special, statutory or exemplary damages, in each case to the extent not recoverable under applicable common Law or (ii) punitive damages, in each case which may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, each party hereto covenants, acknowledges and agrees and acknowledges that no person Person other than Holder and its successors and permitted assignees the parties hereto shall have any obligation hereunder and that it has no rights (a) notwithstanding that any of recovery againstthe parties hereto may be a partnership or limited liability company, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had againstagainst any former, current or future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the parties hereto, any former, current or future, direct or indirect holder of any equity interests or securities of any of the parties hereto (whether such holder is a limited or general partner, manager, member, stockholder, securityholder or otherwise), any former, current or future assignee of any of the parties hereto, any former, current or future director, officer, employee, agent, Affiliatefinancing source, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder management company, member, stockholder, securityholder, Affiliate, controlling Person or member representative or assignee of Holder (or any of its successors the foregoing, or assignees) or any Affiliate or related party thereof or against any former, current or future directorheir, officerexecutor, agentadministrator, employeetrustee, Affiliate, related party, assignee, general successor or limited partner, equityholder, manager or member assign of any of the foregoing other than the parties hereto or their respective successors or assignees under the this Agreement (eachany such Person or entity, other than H▇▇▇▇▇ and its the parties hereto or their respective successors and permitted assigneesor assignees under this Agreement, a “Holder AffiliateRelated Party”), whether by ) or through attempted piercing any Related Party of the corporate veil, by or through a claim by or on behalf Related Parties of Holder against the Holder Affiliates, parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable law, or otherwiseLaw; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (Bb) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no personal liability whatsoever shall will attach to, be imposed on, on or otherwise be incurred by any Holder Affiliate, as such, for Related Party of any obligations party hereto or any Related Party of Holder such party’s Related Parties under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, herewith or for any claim based on, in respect of, or by reason of, of such obligations hereunder or by their creation.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ Affiliates and its successors and permitted assigneestheir present or former directors, a “Holder Affiliate”)officers, stockholders, partners, members or employees, that all actions, 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 veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate in any statute, regulation manner to: (A) this Agreement or any other applicable lawTransaction Document, or otherwise; provided that any of the transactions contemplated hereunder or thereunder, (and notwithstanding anything to B) the contrary provided herein negotiation, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any document or instrument delivered contemporaneously herewithof the other Transaction Documents), (AC) nothing herein shall limit the rights any breach or violation of each this Agreement or any other of the other Transaction Documents and (D) any failure of any of the transactions contemplated hereunder or under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement or, in the JBA (case of any of the other than Holder) against Holder under the JBA pursuant Transaction Documents, Persons that are expressly identified as parties to such other Transaction Documents and in accordance with, and subject to the terms and conditions of this Agreement or such other Transaction Documents, as applicable. In furtherance and not in limitation of the JBA, foregoing and (B) nothing herein shall limit the rights of each notwithstanding anything contained in this Agreement or any of the other parties Transaction Documents to the JBA (contrary and without limiting the foregoing or any other than Holder) and Parent against Holder (agreement referenced herein or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant therein or otherwise to the terms contrary, each party hereto covenants, agrees and conditions thereof. The parties hereto expressly agree acknowledges on behalf of itself and acknowledge its respective Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that no recourse under this Agreement or any of the other Transaction Documents or in connection with any of the transactions contemplated hereunder or thereunder shall be sought or had against any other Person, including any Investor Related Party, and no other Person, including any Investor 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, on or otherwise be incurred by any Holder Affiliateof 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 any obligations of Holder under claims that Parent, the Company or the Investor, as applicable, may assert against the Investor solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents or otherwise, no party hereto or any Investor Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages or lost profits, opportunity costs, loss of business reputation, diminution in value or damages based upon a multiple of earnings or similar financial measure which may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder, or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied Except as expressly set forth in this Agreement or any document documents contemplated hereby, all claims, obligations, Liabilities or instrument delivered contemporaneously herewithActions (whether in contract or in tort, and notwithstanding the fact in Law or in equity, or granted by statute) that Holder or any of its successors or permitted assignees may be a partnershipbased upon, limited liability company in respect of, arise under, out or similar domestic by reason of, be connected with, or foreign entity, Parent by its acceptance of the benefits of relate in any manner to this Agreement, covenantsor the negotiation, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have execution or performance of this Agreement (including any obligation hereunder and that it has no rights of recovery againstrepresentation or warranty made in, and no recourse hereunder in connection with, or under as an inducement to, this Agreement) and the transactions contemplated hereby, may be made, only against (and such representations and warranties are those solely of) the Merger AgreementPersons that are expressly identified as Parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, the JBAincluding any past, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, Affiliateincorporator, manager or employee of Holder (or any of its successors or assignees)member, against any former, current or future general or limited partner, manager, equityholder equityholder, Affiliate, agent, attorney, representative or member of Holder (assignee of, and any financial advisor or lender to, any Contracting Party, or any of its successors or assignees) or any Affiliate or related party thereof or against any formerpast, current present or future director, officer, agentemployee, employeeincorporator, member, partner, manager, equityholder, Affiliate, related partyagent, assigneeattorney, general representative or limited partnerassignee of, equityholderand any financial advisor or lender to, manager or member of any of the foregoing (eachcollectively, other than H▇▇▇▇▇ and its successors and permitted assignees, a the “Holder AffiliateNonparty Affiliates”), will have any Liability (whether by in contract or through attempted piercing of the corporate veilin tort, by in Law or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingin equity, or granted by virtue of statute) for any statuteclaims, regulation or other applicable lawActions, obligations, or otherwise; provided that (and notwithstanding anything to the contrary provided herein Liabilities arising under, out of, in connection with, or related in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties manner to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents hereby or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason ofof this Agreement or its negotiation, execution, performance or breach of this Agreement and the transactions contemplated hereby, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims, Actions and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Confidentiality Agreement, each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or their creationany representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Notwithstanding anything to All Actions, proceedings, obligations, Losses or causes of action (whether in contract, in tort, in Law or in equity, or granted by statute whether by or through attempted piercing of the contrary corporate, limited partnership or limited liability company veil) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in any manner to (i) this Agreement or the other Transaction Documents, (ii) the negotiation, execution or performance of this Agreement or the other Transaction Documents (including any document representation or instrument delivered contemporaneously herewithwarranty made in connection with, or as inducement to, this Agreement), (iii) any breach or violation of this Agreement or the other Transaction Documents and (iv) any failure of the transactions contemplated by this Agreement or the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto. In furtherance and not in limitation of the foregoing, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits other provision of this AgreementAgreement to the contrary, each party hereto covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) any related document or any documents or instruments delivered in connection herewith with this Agreement or therewith any related document shall be had againstagainst any past, any former, current present or future directordirect or indirect equity holder, officer, agentcontrolling person, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partnermember, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholderstockholder, manager incorporator, Representative, or member assignee of any party to this Agreement, nor any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, Representative or assignee of any of the foregoing foregoing, shall have any liability (eachwhether in contract, other than H▇▇▇▇▇ and its successors and permitted assigneestort, a “Holder Affiliate”)equity, Law or granted by statute whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, limited liability company veil or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms it being expressly agreed and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no liability personal Liability or Losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, for any obligations of Holder under this Agreement or the transactions contemplated herebyarising out of, under any documents or instruments delivered in connection herewith, with or for related in any claim based on, manner to the items in respect of, or by reason of, such obligations or their creationthe immediately preceding clauses (i) through (iv).

Non-Recourse. (a) Notwithstanding anything to the contrary that may be expressed in this Agreement, the Purchaser’s liability for any liability, loss, damage or implied recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under or in connection with any breach of this Agreement or any document other Transaction Agreement (whether willfully, intentionally, unintentionally or instrument delivered contemporaneously herewith, otherwise) or in respect of any oral representations made or alleged to have been made in connection herewith shall be no greater than an amount equal to the Purchase Price and notwithstanding the fact that Holder Purchaser shall have no further liability or any of its successors obligation relating to or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits arising out of this Agreement, covenantsany other Transaction Agreement or the Transactions in excess of such amount. For the avoidance of doubt, agrees and acknowledges that no person other than Holder and its successors and permitted assignees the foregoing shall have any obligation hereunder and that it has no not limit the Company’s rights of recovery under Section 6.10. (b) 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 their respective successors and assigns (including any Person that executes and delivers a Joinder). Except as set forth in the immediately preceding sentence, no recourse hereunder or under this Agreementpast, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, incorporator, member, partners, stockholder, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employeeattorney, Affiliate, related party, assignee, general advisor or limited partner, equityholder, manager or member representative of any of party hereto (collectively, the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder AffiliateSpecified Persons”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of ) shall have any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations or liabilities of Holder any party hereto under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationthe transactions contemplated hereby.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithAgreement, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, each party hereto covenants, acknowledges and agrees and acknowledges that no person Person other than Holder and its successors and permitted assignees the parties hereto shall have any obligation hereunder and that it has no rights (a) notwithstanding that any of recovery againstthe parties hereto may be a partnership or limited liability company, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had againstagainst any former, current or future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the parties hereto, any former, current or future, direct or indirect holder of any equity interests or securities of any of the parties hereto (whether such holder is a limited or general partner, manager, member, stockholder, securityholder or otherwise), any former, current or future assignee of any of the parties hereto, any former, current or future director, officer, employee, agent, Affiliatefinancing source, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder management company, member, stockholder, securityholder, Affiliate, controlling Person or member representative or assignee of Holder (or any of its successors the foregoing, or assignees) or any Affiliate or related party thereof or against any former, current or future directorheir, officerexecutor, agentadministrator, employeetrustee, Affiliate, related party, assignee, general successor or limited partner, equityholder, manager or member assign of any of the foregoing other than the parties hereto or their respective successors or assignees under this Agreement (eachany such Person or entity, other than H▇▇▇▇▇ and its the parties hereto or their respective successors and permitted assigneesor assignees under this Agreement, a “Holder AffiliateRelated Party”), whether by ) or through attempted piercing any Related Party of the corporate veil, by or through a claim by or on behalf Related Parties of Holder against the Holder Affiliates, parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable proceedingProceeding, or by virtue of any statute, regulation or other applicable law, or otherwiseLaw; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (Bb) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no personal liability whatsoever shall will attach to, be imposed on, on or otherwise be incurred by any Holder Affiliate, as such, for Related Party of any obligations party hereto or any Related Party of Holder such party’s Related Parties under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, herewith or for any claim based on, in respect of, or by reason of, of such obligations hereunder or by their creation.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees party may be a partnership, partnership or limited liability company or similar domestic or foreign entitycompany, Parent each party hereto, by its acceptance of the benefits of this Agreementthe Transaction Documents, covenants, agrees and acknowledges that no person Persons other than Holder and its successors and permitted assignees the parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under this Agreementany documents, the Merger Agreementagreements, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager manager, investment manager, investment advisor, assignee, incorporator, controlling Person, fiduciary, representative or employee of Holder any party (or any of its their successors or permitted assignees), against any former, current current, or future general or limited partner, manager, equityholder stockholder or member of Holder any party (or any of its their successors or permitted assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related partymanager, investment manager, investment advisor, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, equityholderstockholder, manager or member of any of the foregoing (eachforegoing, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)but in each case not including the parties, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of Holder such party against the Holder Affiliatessuch Persons and entities, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (it being expressly agreed and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliatesuch Persons, as such, for any obligations of Holder the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewithherewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding anything in the Transaction Documents to the contrary, the liability of the Värde Parties shall be several, not joint.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees party may be a partnership, partnership or limited liability company or similar domestic or foreign entitycompany, Parent each party hereto, by its acceptance of the benefits of this AgreementAgreement and the other Transaction Documents, covenants, agrees and acknowledges that no person Persons other than Holder and its successors and permitted assignees the parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under this Agreementany documents, the Merger Agreementagreements, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of Holder any party (or any of its their successors or permitted assignees), against any former, current current, or future general or limited partner, manager, equityholder stockholder or member of Holder any party (or any of its their successors or permitted assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related partymanager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, equityholderstockholder, manager or member of any of the foregoing (eachforegoing, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)but in each case not including the parties, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of Holder such party against the Holder Affiliatessuch Persons and entities, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (it being expressly agreed and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliatesuch Persons, as such, for any obligations of Holder the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewithherewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding anything in the Transaction Documents to the contrary, the liability of the Investors shall be several, not joint.

Non-Recourse. Notwithstanding anything to Each Party agrees, on behalf of itself and its Affiliates (and, in the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance case of the benefits of this AgreementCompany, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assigneesRelated Parties), against any formerthat all Actions, current claims, obligations, liabilities or future general causes of action (whether in Contract or limited partnerin tort, managerin Law or in equity or otherwise, equityholder or member of Holder (granted by statute or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, 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 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 and in accordance with, and subject to, the terms and conditions hereof. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other 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 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 Financing Source Related Party, and no other Person, including any Financing Source Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law, in equity or otherwise, or granted by statute or otherwise, whether by or through a claim by attempted piercing of the corporate, limited partnership or on behalf of Holder against the Holder Affiliateslimited liability company veil or any other theory or doctrine, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, including alter ego or otherwise; provided that (and notwithstanding anything ) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the contrary provided herein or items in any document or instrument delivered contemporaneously herewith), the immediately preceding clauses (A) nothing herein shall limit through (D), in each case, except for claims that (1) the rights of each of the other parties Company or BidCo, as applicable, may assert (subject, with respect to the JBA following clauses (other than Holderii) and (iii), in all respects to the limitations set forth in Section 8.2, Section 9.12 and this Section 9.17): (i) against Holder under any Person that is party to, and solely pursuant to the JBA terms and conditions of, the Confidentiality Agreements, or (ii) against the Company, BidCo, or Company Sub (solely with respect to its obligations hereunder), as applicable, solely in accordance with, and pursuant to the terms and conditions of, this Agreement and (2) BidCo and its Affiliates may assert against the financing sources pursuant to the terms and conditions of the JBACommitment Letter, it being expressly agreed and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof 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). Notwithstanding anything to the contrary herein or otherwise, no BidCo Related Party shall be responsible or liable for any obligations multiple, consequential, indirect, special, statutory, exemplary or punitive or consequential damages which may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.

Non-Recourse. Notwithstanding anything to the contrary (a) This Agreement may only be enforced against, and any Legal Dispute that may be expressed based upon, in respect of, arise under, out of or implied by reason of, be connected with, or relate in any manner to this Agreement Agreement, or any document the negotiation, execution, performance or instrument delivered contemporaneously herewithbreach (whether willful, and notwithstanding the fact that Holder intentional, unintentional or any of its successors or permitted assignees may be a partnershipotherwise), limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenantsincluding any representation or warranty made or alleged to have been made in, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith with, or therewith shall as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be had against, made or asserted against (and are expressly limited to) the Persons that are expressly identified as the parties hereto in the preamble to and signature pages of this Agreement and solely in their capacities as such. No Person who is not a party hereto (including (i) any former, current or future direct or indirect equity holder, controlling Person, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, manager attorney or employee representative of, and any financial advisor, financing sources” or lender to (all above-described Persons in this sub clause ‎(i), collectively, “Affiliated Persons”) a party hereto or any Affiliate of Holder such party), and (ii) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto (the Persons in subclauses ‎(i) and ‎(ii), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto, “Non-Parties”)) shall have any liability whatsoever in respect of, based upon or arising out of any Recourse Theory. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in no event shall any party hereto, any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (Affiliates or any of its successors Person claiming by, through or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member on behalf of any of them institute any Legal Dispute under any Recourse Theory against any Non-Party. Notwithstanding anything to the foregoing contrary herein, this ‎Section 10.3 shall not limit any rights of Buyer or its Affiliates against the specific Non-Parties pursuant to (each, and which are party to) the Support Agreements or Option Holder Acknowledgments. (b) No Financing Related Party shall have any liability or obligation to the Parties (other than H▇▇▇▇▇ and its successors and permitted assigneesthe Buyer) with respect to this Agreement or with respect to any claim or cause of action (whether in contract or in tort, a “Holder Affiliate”)in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue relate to: (A) this Agreement or the transactions contemplated hereunder, (B) the negotiation, execution or performance of this Agreement (including any statuterepresentation or warranty made in, regulation or other applicable lawin connection with, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewithas an inducement to, this Agreement), (AC) nothing herein shall limit the rights any breach or violation of each this Agreement, and (D) any failure of the other parties transactions contemplated hereunder to be consummated, it being expressly agreed and acknowledged by the JBA Parties (other than Holderthe Buyer) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder AffiliateFinance Related Party, as such, for any obligations of Holder under this Agreement or the transactions contemplated herebyarising under, under any documents or instruments delivered out of, in connection herewithwith or related to the items in the immediately preceding clauses (A) through (D). For the avoidance of doubt, this Section 10.13(b) does not limit or for affect any claim based on, in respect of, rights or by reason of, such obligations or their creationremedies that the Buyer may have against the parties to the Debt Commitment Letter.

Non-Recourse. Notwithstanding anything to the contrary This Agreement may only be enforced against, and any Legal Proceeding that may be expressed based upon, in respect of, arise under, out of or implied by reason of, be connected with or relate in any manner to this Agreement Agreement, or any document the negotiation, execution, performance or instrument delivered contemporaneously herewithbreach, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenantsincluding, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall any representation or warranty made or alleged to have any obligation hereunder and that it has no rights of recovery againstbeen made in, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith with or therewith shall as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be had againstmade or asserted against (and are expressly limited to) the Persons that are expressly identified as parties hereto in the preamble to and signature pages of this Agreement and solely in their capacities as such. No Person who is not a party hereto (including, (a) any former, current or future direct or indirect equity holder, controlling Person, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, manager assignee, attorney or employee representative of, and any financial advisor or lender to (all above-described Persons in this sub-clause (a), collectively, “Affiliated Persons”) a party hereto or any Affiliate of Holder such party, and (b) any Affiliated Persons of such Affiliated Persons (the Persons in sub-clauses (a) and (b), together with their respective successors, assigns, heirs, executors or administrators, collectively, “Non-Parties”) will have any liability whatsoever in respect of, based upon or arising out of any Recourse Theory under this Agreement. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in no event will any party hereto, any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (Affiliates or any of its successors or assignees) or any Affiliate or related party thereof or against any formerPerson claiming by, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder any of them institute any Legal Proceeding under any Recourse Theory against any Non-Party. For the Holder Affiliatesavoidance of doubt, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided it is expressly agreed and understood that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing contained herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder Company’s remedies under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (Equity Commitment Letter or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationGuarantee.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach Party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors Affiliates and permitted assignees shall have any obligation hereunder and Representatives, that it has no rights all proceedings, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate to: (A) this Agreement or any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided agreement referenced herein or the transactions contemplated hereunder (including any financing obtained in any document or instrument delivered contemporaneously herewithconnection with the transactions contemplated by this Agreement), (AB) nothing the negotiation, execution or performance this Agreement or any other agreement referenced herein shall limit the rights (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), (C) any breach or violation of each this Agreement or any other agreement referenced herein and (D) any failure of the transactions contemplated hereunder or any other agreement referenced herein (including any agreement in respect of financing obtained in connection with the transactions contemplated by this Agreement) to be consummated, in each case, may be made only against (and are those solely of) the persons that are expressly identified herein as parties to the JBA (other than Holder) against Holder under the JBA pursuant this Agreement and, in accordance with, and subject to the terms and conditions of this Agreement. In furtherance and not in limitation of the JBAforegoing, and notwithstanding anything contained in this Agreement or any other agreement referenced herein or otherwise to the contrary, each Party covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and Representatives, that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated hereby (Bincluding any financing obtained in connection with the transactions contemplated by this Agreement) nothing herein shall limit the rights of each be sought or had against any other person and no other person shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other parties 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 JBA items in the immediately preceding clauses (other than HolderA) through (D), it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, for any obligations of Holder under this Agreement or the transactions contemplated herebyarising under, under any documents or instruments delivered out of, in connection herewith, with or for any claim based onrelated to the items in the immediately preceding clauses (A) through (D), in respect each case, except for claims that any Party may assert against another Party solely in accordance with, and pursuant to the terms and conditions of, or by reason of, such obligations or their creationthis Agreement.

Non-Recourse. Notwithstanding anything herein to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithcontrary, the Company agrees, on behalf of itself and the Company Related Parties, and notwithstanding the fact that Holder or any each of its successors or permitted assignees may be a partnershipPurchaser and Parent agrees, limited liability company or similar domestic or foreign entity, Parent by its acceptance on behalf of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future directorcurrent, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partnerpartners, managerstockholders, equityholder managers, members, directors, officers, Affiliates or member of Holder agents, that all Proceedings (whether in contract or any of its successors in tort, in law or assignees) in equity or any Affiliate otherwise, or related party thereof granted by statute or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, 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 with, or relate in any manner to: (a) this Agreement, any other Transaction Document, the Arrangement or the transactions contemplated hereunder or thereby; (b) the negotiation, execution or performance of any Transaction Document (including any representation or warranty made in connection with, or as an inducement to any Transaction Document); (c) any breach or violation of this Agreement or any other Transaction Document; and (d) any failure of the Arrangement or any other transactions contemplated hereunder or thereunder to be consummated, in each case, may be made only against (and are those solely of), in this case of this Agreement, the Persons that are expressly identified as parties to this Agreement, and in the case of the other Transaction Documents, the applicable parties thereto, and in accordance with, and subject to the terms and conditions of such Transaction Documents. Notwithstanding anything in this Agreement or any of the other Transaction Documents to the contrary the Company agrees, on behalf of itself and the Company Related Parties, and each of Purchaser and Parent agrees, on behalf of itself and its former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents, that no recourse under this Agreement or any of the other Transaction Documents or in connection with the Arrangement or any other transactions contemplated hereunder or under any other Transaction Document will be sought or had against any other Person, including any the former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents of the Company, Parent or Purchaser, and no other Person, including any the former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents of the Company, Parent or Purchaser, will have any personal 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 a claim by attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever will attach to, be imposed on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or otherwise be incurred by any legal of the aforementioned, as such, arising under, out of, in connection with or equitable proceeding, or by virtue of related in any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything manner to the contrary provided herein or items in any document or instrument delivered contemporaneously herewiththe immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or Purchaser, as applicable, may assert (A) nothing herein shall limit the rights of each of the other parties subject, with respect to the JBA following clauses (other than Holderii) and (iii), in all respects to the limitations set forth in Section 8.2(f), Section 8.4, Section 9.10 and this Section 9.13): (i) against Holder under the JBA any Person that is party to, and solely pursuant to the terms and conditions of of, the JBAConfidentiality Agreement, (ii) against the Company, Parent or Purchaser, as applicable, solely in accordance with, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach toof, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under (iii) pursuant to any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationVoting Agreement.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ Affiliates and its successors and permitted assigneestheir present or former directors, a “Holder Affiliate”)officers, stockholders, partners, members or employees, that all Actions, 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 veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate in any statute, regulation manner to: (A) this Agreement or any other applicable lawTransaction Document, or otherwise; provided that any of the transactions contemplated hereunder or thereunder, (and notwithstanding anything to B) the contrary provided herein negotiation, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any document or instrument delivered contemporaneously herewithof the other Transaction Documents), (AC) nothing herein shall limit the rights any breach or violation of each this Agreement or any other of the other Transaction Documents and (D) any failure of any of the transactions contemplated hereunder or under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement or, in the JBA (case of any of the other than Holder) against Holder under the JBA pursuant Transaction Documents, Persons that are expressly identified as parties to such other Transaction Documents and in accordance with, and subject to the terms and conditions of this Agreement or such other Transaction Documents, as applicable. In furtherance and not in limitation of the JBA, foregoing and (B) nothing herein shall limit the rights of each notwithstanding anything contained in this Agreement or any of the other parties Transaction Documents to the JBA (contrary and without limiting the foregoing or any other than Holder) and Parent against Holder (agreement referenced herein or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant therein or otherwise to the terms contrary, each party hereto covenants, agrees and conditions thereof. The parties hereto expressly agree acknowledges on behalf of itself and acknowledge its respective Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that no recourse under this Agreement or any of the other Transaction Documents or in connection with any of the transactions contemplated hereunder or thereunder shall be sought or had against any other Person, including any Investor Related Party, and no other Person, including any Investor 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, on or otherwise be incurred by any Holder Affiliateof 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 the Company or the Investor Parties, as applicable, may assert: (i) against any obligations of Holder under Person that is party to and solely pursuant to the terms and conditions of, the Confidentiality Agreement or (ii) against the Investor Parties solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents or otherwise, no party hereto or any Investor Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages or lost profits, opportunity costs, loss of business reputation, diminution in value or damages based upon a multiple of earnings or similar financial measure which may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder, or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.

Non-Recourse. Notwithstanding anything to the contrary (a) Anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithnotwithstanding, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance each of the benefits of this Agreement, parties hereto covenants, acknowledges and agrees and acknowledges that no person other than Holder and its successors and permitted assignees the parties to this Agreement shall have any liability or obligation hereunder and that, (i) the fact that it has no rights any Affiliate of recovery againstany of the parties to this Agreement may be a partnership or limited liability company notwithstanding, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general direct or limited indirect director, officer, employee, agent, partner, manager, equityholder member, securityholder, Affiliate, stockholder, controlling Person, assignee or member representative of Holder the parties hereto under this Agreement or under the Merger Agreement (any such person or any of its successors entity, other than the parties to this Agreement, or assigneestheir assignees under this Agreement or the Merger Agreement, a “Related Party”) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member Related Party of any of such parties’ Related Parties (including, without limitation, in respect of any liabilities or obligations arising under, or in connection with, any claim, including, without limitation, any claim of breach of a party’s obligations under the foregoing (each, other than H▇▇▇▇▇ Merger Agreement and its successors the transactions contemplated thereby or under this Agreement and permitted assignees, a “Holder Affiliate”), the transactions contemplated hereby) whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBALaw, and (Bii) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no personal liability whatsoever shall will attach to, be imposed on, on or otherwise be incurred by any Holder Affiliate, as such, for Related Party of any obligations of Holder the parties to this Agreement or any Related Party of any of such parties’ Related Parties under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason ofof the transactions contemplated hereby or contemplated by the Merger Agreement, or by the creation of such obligations transactions. Nothing in this Agreement, express or their creationimplied, is intended to or shall confer upon any person, other than the parties to this Agreement, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Non-Recourse. (a) Notwithstanding anything to the contrary that may be expressed in this Agreement, the Purchaser’s liability for any liability, loss, damage or implied recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under or in connection with any breach of this Agreement or any document other Transaction Agreement (whether willfully, intentionally, unintentionally or instrument delivered contemporaneously herewith, otherwise) or in respect of any oral representations made or alleged to have been made in connection herewith shall be no greater than an amount equal to the Purchase Price and notwithstanding the fact that Holder Purchaser shall have no further liability or any of its successors obligation relating to or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits arising out of this Agreement, covenantsany other Transaction Agreement or the Transactions in excess of such amount. For the avoidance of doubt, agrees and acknowledges that no person other than Holder and its successors and permitted assignees the foregoing shall have any obligation hereunder and that it has no not limit the Company’s rights of recovery under Section 6.10. (b) 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 their respective successors and assigns (including any Person that executes and delivers a Joinder). Except as set forth in the immediately preceding sentence, no recourse hereunder or under this Agreementpast, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, incorporator, member, partners, stockholder, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employeeattorney, Affiliate, related party, assignee, general advisor or limited partner, equityholder, manager or member representative of any of party hereto (collectively, the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder AffiliateSpecified Persons”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of ) shall have any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations or liabilities of Holder any party hereto under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such the transactions contemplated hereby (other than the Guarantor with respect to the obligations or their creationset forth in Section 4.24).

Non-Recourse. Notwithstanding anything to the contrary This Agreement may only be enforced against, and any Action that may be expressed based upon, in respect of, arise under, out of or implied by reason of, be connected with or relate in any manner to this Agreement Agreement, or any document the negotiation, execution, performance or instrument delivered contemporaneously herewithbreach, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenantsincluding, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall any representation or warranty made or alleged to have any obligation hereunder and that it has no rights of recovery againstbeen made in, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith with or therewith shall as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be had againstmade or asserted against (and are expressly limited to) the Persons that are expressly identified as parties hereto in the preamble to and signature pages of this Agreement and solely in their capacities as such and against Guarantor as provided in the Guarantee. No Person who is not a party hereto (including, (a) any former, current or future direct or indirect equity holder, controlling Person, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, manager assignee, attorney or employee representative of, and any financial advisor or lender to (all above-described Persons in this sub-clause (a), collectively, “Affiliated Persons”) a party hereto or any Affiliate of Holder such party, and (b) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto and the Guarantor (the Persons in sub-clauses (a) and (b), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto and the Guarantor and any Acquiring Person (as defined in the Guarantee), “Non-Parties”) will have any liability whatsoever in respect of, based upon or arising out of any Recourse Theory under this Agreement. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in no event will any party hereto, any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (Affiliates or any of its successors or assignees) or any Affiliate or related party thereof or against any formerPerson claiming by, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder any of them institute any Action under any Recourse Theory against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding Non-Party. Notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith)this Section 10.11, (A) nothing herein shall be deemed to limit the rights of each any liabilities or other obligations of the other parties to the JBA (other than Holder) against Holder Guarantor or any Acquiring Person under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationGuarantee.

Non-Recourse. Notwithstanding anything (a) This Agreement may be enforced only by Buyer against, and any claim, action, suit, or other legal proceeding by Buyer may be brought only against, Seller, and then only as, and subject to the contrary that may be expressed or implied terms and limitations, expressly set forth in this Agreement or Agreement. Neither Buyer nor any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees Person shall have any obligation hereunder and that it has no rights of recovery againstrecourse against any past, and no recourse hereunder or under this Agreementpresent, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agentemployee, Affiliateincorporator, manager or employee of Holder (or any of its successors or assignees)manager, against any formermember, current or future general or limited partner, managerstockholder, equityholder Affiliate, agent, attorney, advisor, or member other representative of Holder Seller or of any Affiliate of Seller (including the Company and the Company Subsidiaries prior to the Closing) or any of its their successors or assigneespermitted assigns (each, a “Seller Non-Recourse Person”), and no such Seller Non-Recourse Person shall have any liability for any obligations or liabilities of Seller under this Agreement or for any claim, action, or proceeding based on, in respect of or by reason of the transactions contemplated hereby. (b) This Agreement may be enforced only by Seller against, and any claim, action, suit, or other legal proceeding by Seller may be brought only against, Buyer, and then only as, and subject to the terms and limitations, expressly set forth in this Agreement. Neither Seller nor any Affiliate or related party thereof or other Person shall have any recourse against any formerpast, current present, or future director, officer, agent, employee, Affiliateincorporator, related partymanager, assigneemember, general or limited partner, equityholderstockholder, manager Affiliate, agent, attorney, advisor, or member other representative of Buyer or of any Affiliate of Buyer (including the foregoing Company and the Company Subsidiaries following the Closing) or any of their successors or permitted assigns (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder AffiliateBuyer Non-Recourse Person”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of and no such Buyer Non-Recourse Person shall have any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations or liabilities of Holder Buyer under this Agreement or the transactions contemplated herebyfor any claim, under any documents or instruments delivered in connection herewithaction, or for any claim proceeding based on, in respect of, of or by reason ofof the transactions contemplated hereby. For the avoidance of doubt, such obligations or their creationthis Section 10.16(b) shall not be construed to limit any recourse of Seller against any Buyer Non-Recourse Person under and pursuant to the terms of the Equity Commitment Letter.

Non-Recourse. Notwithstanding anything to the contrary All claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute or otherwise) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of manner to this Agreement, covenantsor the negotiation, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have execution, or performance of this Agreement (including any obligation hereunder and that it has no rights of recovery againstrepresentation or warranty made in, and no recourse hereunder in connection with, or under as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Merger AgreementPersons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, the JBAincluding any current, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current former or future director, officer, agentemployee, Affiliateincorporator, manager or employee of Holder (or any of its successors or assignees)member, against any former, current or future general or limited partner, manager, equityholder equityholder, Affiliate, agent, attorney, other representative or member of Holder assignee of, and any advisor (including any financial advisor) or lender to, any Contracting Party, or any of its successors or assignees) or any Affiliate or related party thereof or against any formercurrent, current former or future director, officer, agentemployee, employeeincorporator, member, partner, manager, equityholder, Affiliate, related partyagent, assigneeattorney, general other representative or limited partnerassignee of, equityholderand any advisor (including any financial advisor) or lender to, manager or member of any of the foregoing (eachcollectively, other than H▇▇▇▇▇ and its successors and permitted assignees, a the “Holder AffiliateNonparty Affiliates”), shall have any liability (whether by in contract or through attempted piercing of the corporate veilin tort, by in law or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingin equity, or granted by virtue statute or otherwise) for any claims, causes of any statuteaction, regulation or other applicable lawobligations, or otherwise; provided that (and notwithstanding anything to the contrary provided herein liabilities arising under, out of, in connection with, or related in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties manner to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason ofof this Agreement or its negotiation, execution, performance, or breach, and, to the maximum extent permitted by Applicable Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Applicable Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or their creationcauses of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of 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 (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Affiliates, that it has no rights all Actions, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingreason of, be connected with, or by virtue relate in any manner to: (a) this Agreement, any other agreement referenced herein or the transactions contemplated hereby or thereby, (b) the negotiation, execution or performance of this Agreement or any statuteother agreement referenced herein (including any representation or warranty made in, regulation or other applicable lawin connection with, or otherwise; provided that (and notwithstanding anything to the contrary provided herein as an inducement to, this Agreement or in any document or instrument delivered contemporaneously herewithsuch other agreement), (Ac) nothing any breach or violation of this Agreement or any other agreement referenced herein, and (d) any failure of the transactions contemplated hereby or under any other agreement referenced herein shall limit to be consummated, in each case, may be made only against (and are those solely of) the rights of each Persons that are expressly identified as parties to this Agreement or, in the case of the other agreements referenced herein, the persons that are expressly named as parties to the JBA (other than Holder) against Holder under the JBA pursuant thereof, and, in accordance with, and subject to the terms and conditions of, this Agreement or such other agreement referenced herein, as applicable. In furtherance and not in limitation of the JBAforegoing, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates, that no recourse under this Agreement, any other agreement referenced herein or the transactions contemplated hereby or thereby shall be sought or had against any other Person, and no other Person shall have any liabilities or obligations (B) nothing herein shall limit the rights of each 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 parties 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 JBA items in clauses (other than Holdera) through (d) of the immediately preceding sentence, it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in clauses (a) through (d) of the immediately preceding sentence. Notwithstanding anything to the contrary herein or otherwise, except as contemplated in the proviso of the first sentence of this Section 7.14, with respect to each party hereto, no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor, lender or Representative or Affiliate of such named party (the “Related Parties”) shall be responsible or liable for any obligations multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of Holder under this Agreement Agreement, any other agreement referenced herein or the transactions contemplated hereby, under any documents hereby or instruments delivered in connection herewiththereby, or for the valid termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and controlled affiliates, that it has no rights all proceedings, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder in law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate to: (A) this Agreement or any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided agreement referenced herein or the transactions contemplated hereunder (including any financing obtained in any document or instrument delivered contemporaneously herewithconnection with the transactions contemplated by this Agreement), (AB) nothing the negotiation, execution or performance this Agreement or any other agreement referenced herein shall limit the rights (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), (C) any breach or violation of each this Agreement or any other agreement referenced herein and (D) any failure of the transactions contemplated hereunder or any other agreement referenced herein (including any agreement in respect of financing obtained in connection with the transactions contemplated by this Agreement) to be consummated, in each case, may be made only against (and are those solely of) the persons that are expressly identified herein as parties to the JBA (other than Holder) against Holder under the JBA pursuant this Agreement and, in accordance with, and subject to the terms and conditions of this Agreement. In furtherance and not in limitation of the JBAforegoing, and notwithstanding anything contained in this Agreement or any other agreement referenced herein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective controlled affiliates, that no recourse under this Agreement or any other agreement referenced herein or in connection with any transactions contemplated hereby (Bincluding any financing obtained in connection with the transactions contemplated by this Agreement) nothing herein shall limit the rights of each be sought or had against any other person and no other person shall have any liabilities or obligations (whether in Contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other parties 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 JBA items in the immediately preceding clauses (other than HolderA) through (D), it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, for any obligations of Holder under this Agreement or the transactions contemplated herebyarising under, under any documents or instruments delivered out of, in connection herewith, with or for any claim based onrelated to the items in the immediately preceding clauses (A) through (D), in respect each case, except for claims that any party hereto may assert against another party hereto solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding the foregoing, Parent shall be entitled to bring claims and causes of action against (i) the Lenders related to or by reason ofarising from the Commitment Letter and the Financing or (ii) the Key Stockholder related to or arising from the Voting Agreement, such and, in each case, Parent does not waive any liabilities, claims, causes of action or obligations or their creation.with respect thereto. [Signature page follows]

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, The Corporation covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees the parties hereto shall have any obligation hereunder or in connection with the transactions contemplated hereby and that, notwithstanding that it the Investor or any of its permitted assigns may be a partnership or limited liability company or other entity, the Corporation has no rights of recovery against, against and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to have been made in connection herewith or therewith shall be had againstagainst any of the former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates, assignees or representatives of the Investor or any former, current or future director, officer, employee, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any formermember, current or future director, officer, agent, employeestockholder, Affiliate, related party, assignee, general assignee or limited partner, equityholder, manager or member representative of any of the foregoing (eachbut not including the Investor, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”an Investor Related Party), whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (it being agreed and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliate, as such, Investor Related Party for any obligations of Holder the Investor or any of its successors or assigns under this Agreement, under the Acquisition Agreement or the transactions contemplated hereby, under any documents or instruments instrument delivered in connection herewithherewith or therewith, in respect of any transaction contemplated hereby or thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith or for any claim (whether at law or equity or in tort or contract) based on, in respect of, or by reason of, of such obligations or their creation.

Non-Recourse. Notwithstanding anything to Each Party agrees, on behalf of itself and its Affiliates (and in the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance case of the benefits of this AgreementCompany, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assigneesRelated Parties), against any formerthat all Actions (whether in Contract or in tort, current at Law or future general in equity or limited partnerotherwise, manager, equityholder or member of Holder (granted by statute or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, 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 through a claim by relate in any manner to (a) this Agreement or on behalf the other Transaction Documents or the transactions contemplated hereunder or thereunder (including the Financing), (b) the negotiation, execution or performance of Holder this Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any other Transaction Document), (c) any breach or violation of this Agreement, any other Transaction Document and (d) any failure of the transactions contemplated hereunder or under any Transaction Document (including the Financing) to be consummated, in each case, may be made only against the Holder AffiliatesPersons that are expressly identified as parties to the applicable Transaction Document (excluding the Debt Commitment Letters and the Debt Financing Sources), by in each case, solely as and to the enforcement extent specified, and on the terms and subject to the conditions set forth, herein or therein, as applicable. In furtherance and not in limitation of any assessment or by any legal or equitable proceedingthe foregoing, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything contained in this Agreement or any other Transaction Document to the contrary provided herein or contrary, and, in any document or instrument delivered contemporaneously herewith)accordance with, (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant and subject to the terms and conditions of, this Agreement each Party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates (and in the case of the JBACompany, its Related Parties), that no recourse under this Agreement, any other Transaction Document or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any Person (including the Debt Financing Sources) who is not a party to any of the Transaction Documents (excluding the Debt Commitment Letters) under the Transaction Documents (excluding the Debt Commitment Letters), and no Person (Bincluding the Debt Financing Sources) who is not a party to any of the Transaction Documents (excluding the Debt Commitment Letters) shall have any liabilities to any party to such Transaction Document under such Transaction Document (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, liabilities arising under, out of, in connection with or related in any manner to the items listed in the first sentence of this Section 10.13. For the avoidance of doubt, nothing herein in this Section 10.13 shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement the Debt Financing Sources to Purchaser or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationits Affiliates.

Non-Recourse. Notwithstanding anything 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 contrary that may be expressed specific obligations set forth herein. No former, current or implied in this Agreement future direct or any document indirect equityholders, controlling Persons, stockholders, directors, officers, employees, members, managers, agents, trustees, Affiliates, general or instrument delivered contemporaneously herewith, and notwithstanding limited partners or assignees of the fact that Holder or any of its successors or Parties (except permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if anySection 9.2) or any documents or instruments delivered in connection herewith or therewith shall be had against, of any former, current or future direct or indirect equityholder, controlling Person, stockholder, director, officer, agentemployee, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partnermember, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employeetrustee, Affiliate, related party, assignee, general or limited partner, equityholder, manager partner or member assignee of any of the foregoing (eachcollectively, other than H▇▇▇▇▇ and its successors and permitted assigneesbut for the avoidance of doubt excluding the Parties) will have any liability or obligation for any of the representations, a “Holder Affiliate”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 hereunder (including the breach, termination or failure to consummate any of the transactions contemplated hereunder), 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 Holder a Party hereto or another Person or otherwise. Notwithstanding anything to the contrary contained herein, none of the Seller Related Parties shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Holder AffiliatesMerger Agreement, by the enforcement of Debt Financing or the transactions contemplated hereby or thereby, and no Debt Financing Source shall have any assessment rights or by claims against any legal Party in connection with this Agreement, the Merger Agreement, the Debt Financing or equitable proceedingthe transactions contemplated hereby or thereby, whether at law or by virtue of any statuteequity, regulation or other applicable lawin contract, in tort or otherwise; provided that that, following consummation of the Merger (and notwithstanding anything to as defined in the contrary provided herein or in any document or instrument delivered contemporaneously herewithMerger Agreement), (A) nothing herein shall the foregoing will not limit the rights of each of the other parties to the JBA (Debt Financing under any commitment letter related thereto. Notwithstanding any other than Holder) against Holder under the JBA pursuant to the terms and conditions provision herein, no Debt Financing Source nor any Affiliate of any Debt Financing Source, nor any officer, director, employee, agent, controlling person, advisor or other representative of the JBA, and (B) nothing herein shall limit the rights foregoing or any successor or permitted assign of each any of the other parties to 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 JBA (other than Holder) and Parent against Holder (Financing, the Transactions, or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant activities related to the terms Financing, including the preparation of the Commitment Letters and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationFee Letters.

Non-Recourse. (a) Notwithstanding anything to the contrary that may be expressed in this Agreement, any Purchaser’s liability for any liability, loss, damage or implied recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under or in connection with any breach of this Agreement or any document other Transaction Agreement (whether willfully, intentionally, unintentionally or instrument delivered contemporaneously herewith, otherwise) or in respect of any oral representations made or alleged to have been made in connection herewith shall be no greater than an amount equal to the Purchase Price opposite such Purchaser’s name on Schedule 1 attached hereto and notwithstanding the fact that Holder such Purchaser shall have no further liability or any of its successors obligation relating to or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits arising out of this Agreement, covenantsany other Transaction Agreement or the Transactions in excess of such amount. Notwithstanding anything herein to the contrary, agrees and acknowledges that no person other than Holder and its successors and permitted assignees the foregoing shall have any obligation hereunder and that it has no not limit the Company’s rights of recovery under Section 7.10. (b) This Agreement may only be enforced against, and any action, 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 their respective successors and assigns (including any Person that executes and delivers a Joinder). Except as set forth in the immediately preceding sentence, no recourse hereunder or under this Agreementpast, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, incorporator, member, partners (general or limited), stockholder, controlling person, Affiliate, manager agent, attorney, advisor or employee representative of Holder (any party hereto, or any of its successors or assignees)past, against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current present or future director, officer, agentemployee, employeeincorporator, member, partners (general or limited), stockholder, controlling person, Affiliate, related partyagent, assigneeattorney, general advisor or limited partner, equityholder, manager or member of any representative of the foregoing (eachcollectively, other than H▇▇▇▇▇ and its successors and permitted assignees, a the “Holder AffiliateSpecified Persons”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of ) shall have any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations or liabilities of Holder any party hereto under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationthe transactions contemplated hereby.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement Agreement, any other Transaction Document or any document document, certificate or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall otherwise, each party hereto acknowledges and agrees, on behalf of itself and its respective Related Persons, that all Actions that may be had againstbased upon, in respect of, arise under, out of, by reason of, be connected with, or relate in any manner to (a) this Agreement or any Transaction Document or the Transactions, (b) the negotiation, execution or performance of this Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, any formerof the foregoing documents), current (c) any breach or future directorviolation of this Agreement or any other Transaction Document and (d) the failure of the Transactions to be consummated, officerin each case may be made only against (and are those solely of) the Persons that are expressly identified as parties hereto or thereto, agent, Affiliate, manager or employee of Holder as applicable (other than claims by Parent against the insurers under any buy side representations and warranty insurance policy obtained by Parent or any of its successors Affiliates). In furtherance and not in limitation of the foregoing, each party hereto acknowledges and agrees, on behalf of itself and its respective Related Persons, that no recourse under this Agreement or assignees), any other Transaction Document or in connection with any Transactions shall be sought or had against any formersuch other Person and no such other Person shall have any Liabilities (whether in contract or in tort, current in law or future general in equity or limited partnerotherwise, manager, equityholder or member of Holder (granted by statute or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or Liabilities whatsoever shall attach to, be imposed on or otherwise be incurred by any direct or indirect, past, present or future shareholder, equity holder, controlling person, member, partner (limited or general), manager, director, officer, employee, lender, financing source (including, in the case of Parent, Merger Sub, Sponsor and their respective Affiliates, the Debt Financing Sources), Affiliate, agent or other Representative of any party hereto or any Affiliate of any party hereto, through Parent, Merger Sub, the Company, its Subsidiaries or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of Holder against the Holder Affiliatesany party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable proceedingactions, suits, claims, investigations or proceedings, by virtue of any statute, regulation or other applicable law, or otherwise; provided , except for (i) claims against any Person that (is party to, and notwithstanding anything solely pursuant to the contrary provided herein or in any document or instrument delivered contemporaneously herewithterms and conditions of, the applicable Transaction Document(s), (Aii) nothing herein shall limit the rights claims of each of the other parties fraud, (iii) claims against any Person that is party to, and solely pursuant to the JBA terms and conditions of the, the Confidentiality Agreement, and (other than Holderiv) claims Parent or Merger Sub may, in their sole discretion, assert against Holder under the JBA Debt Financing Sources pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationDebt Commitment Letter.

Non-Recourse. Notwithstanding anything to Except as set forth in the contrary that Confidentiality Agreement, (i) this Agreement may be expressed enforced only against, and any claim, suit, litigation or implied in other proceeding based upon, arising out of, or related to this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees transactions contemplated hereby may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery 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 (ii) with respect to each party, no recourse hereunder or under this Agreementpast, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, Affiliateincorporator, manager or employee of Holder (or any of its successors or assignees)member, against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officershareholder, agent, employeeattorney, Affiliateadvisor, related partyor representative or (except for other named parties, assignee, general or limited partner, equityholder, manager or member and then only in such capacity) affiliate of any named party to this Agreement, shall have any liability (whether in contract or tort, at law or in equity or otherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any one or more of the foregoing (eachrepresentations, warranties, covenants, agreements or other than H▇▇▇▇▇ and its successors and permitted assigneesobligations or liabilities of such named party or for any claim based on, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingarising out of, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything related to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or . The provisions of this Section 11.20 are intended to be for any claim based on, in respect the benefit of, and enforceable by the directors, officers, employees, incorporators, members, partners, stockholders, agents, attorneys, advisors, and other representatives and (except for other named parties, and then only in such capacity) affiliates of the parties, and each such person shall be a third-party beneficiary of this Section 11.20. Notwithstanding anything to the contrary contained herein, the Osmotica Shareholders and the Osmotica Companies each agrees on behalf of itself and its affiliates that none of the Debt Financing Sources shall have any liability or by reason ofobligation to the Osmotica Shareholders or the Osmotica Companies or any of their respective affiliates relating to this Agreement or any of the transactions contemplated herein (including the Financing, such provided that in the event that the Financing is consummated, this Section 11.20 will not relieve any Debt Financing Sources from their obligations or their creationliabilities under the applicable Financing documents). This Section 11.20 is intended to benefit and may be enforced by the Debt Financing Sources and shall be binding on all successors and assigns of the Osmotica Shareholders and the Osmotica Companies.

Non-Recourse. Notwithstanding anything Except for the liabilities and obligations of the parties to the contrary Confidentiality Agreement, the Debt Commitment Letter, the Rollover Agreements and the Voting Agreements under any of the foregoing Contracts to which they are expressly identified as parties, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in any manner to this Agreement or the Merger, or the negotiation, execution, or performance of this Agreement (including any document representation or instrument delivered contemporaneously herewithwarranty made in, and notwithstanding the fact that Holder in connection with, or any of its successors or permitted assignees as an inducement to, this Agreement), 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 (the “Contracting Parties”). No Person who is not a partnershipContracting Party, limited liability company or similar domestic or foreign entityincluding any current, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current former or future incorporator, member, partner, manager, director, officer, agentstockholder, equityholder, Affiliate, manager Representative or employee of Holder (assignee of, and any financial advisor or lender to, any Contracting Party, or any of its successors or assignees)current, against any former, current former or future general or limited incorporator, member, partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agentstockholder, employeeequityholder, Affiliate, related party, assignee, general Representative or limited partner, equityholder, manager or member assignee of any of the foregoing and the Financing Parties (eachcollectively, other than H▇▇▇▇▇ and its successors and permitted assignees, a the “Holder AffiliateNon-Recourse Parties”), shall have any liability (whether by in contract or through attempted piercing of the corporate veilin tort, by in law or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingin equity, or granted by virtue statute) for any claims, causes of any statuteaction, regulation or other applicable lawobligations, or otherwise; provided that (and notwithstanding anything to the contrary provided herein liabilities arising under, out of, in connection with, or related in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties manner to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents Merger or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason ofof this Agreement or the Merger or the negotiation, execution, performance, or breach of this Agreement (other than, in each case, the liabilities and obligations of the parties to the Confidentiality Agreement, the Debt Commitment Letters, the Rollover Agreements and the Voting Agreements under any of the foregoing Contracts to which they are expressly identified as parties), and, to the maximum extent permitted by Applicable Law, each Contracting Party, on behalf of itself and its 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 Confidentiality Agreement, the Debt Commitment Letters, the Rollover Agreements and the Voting Agreements, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands, or their creationcauses of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise 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 veil, unfairness, undercapitalization, or otherwise; and (ii) each Contracting Party disclaims any reliance upon any Non-Recourse Party with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ Affiliates and its successors and permitted assigneestheir present or former directors, a “Holder Affiliate”)officers, stockholders, partners, members or employees, that all Actions, 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 veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate in any statute, regulation manner to: (A) this Agreement or any other applicable lawTransaction Document, or otherwise; provided that any of the transactions contemplated hereunder or thereunder, (and notwithstanding anything to B) the contrary provided herein negotiation, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any document or instrument delivered contemporaneously herewithof the other Transaction Documents), (AC) nothing herein shall limit the rights any breach or violation of each this Agreement or any other of the other Transaction Documents and (D) any failure of any of the transactions contemplated hereunder or under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement or, in the JBA (case of any of the other than Holder) against Holder under the JBA pursuant Transaction Documents, Persons that are expressly identified as parties to such other Transaction Documents and in accordance with, and subject to the terms and conditions of this Agreement or such other Transaction Documents, as applicable. In furtherance and not in limitation of the JBA, foregoing and (B) nothing herein shall limit the rights of each notwithstanding anything contained in this Agreement or any of the other parties Transaction Documents to the JBA (contrary and without limiting the foregoing or any other than Holder) and Parent against Holder (agreement referenced herein or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant therein or otherwise to the terms contrary, each party hereto covenants, agrees and conditions thereof. The parties hereto expressly agree acknowledges on behalf of itself and acknowledge its respective Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that no recourse under this Agreement or any of the other Transaction Documents or in connection with any of the transactions contemplated hereunder or thereunder shall be sought or had against any other Person, including any Investor Related Party, and no other Person, including any Investor 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, on or otherwise be incurred by any Holder Affiliateof 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 the Company or the Investor Parties, as applicable, may assert: (i) against any obligations of Holder under Person that is party to and solely pursuant to the terms and conditions of, Section 5.04 or (ii) against the Investor Parties solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents or otherwise, no party hereto or any Investor Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages or lost profits, opportunity costs, loss of business reputation, diminution in value or damages based upon a multiple of earnings or similar financial measure which may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder, or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.

Non-Recourse. Notwithstanding anything to the contrary All claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in any manner to this Agreement, the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) or the Contemplated Transactions may be made only against (and are those solely of) the entities that are expressly identified as parties to this Agreement in the Preamble to this Agreement. No other Person, including any Financing Source, any of their representatives or affiliates, director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, attorney or representative of, or any financial advisor or lender to, any party to this Agreement or any document director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, attorney or instrument delivered contemporaneously herewithrepresentative of, and notwithstanding the fact that Holder or any of its successors financial advisor or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance lender to any of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees foregoing shall have any obligation hereunder and that it has no rights liabilities (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of recovery againstaction, and no recourse hereunder obligations or under liabilities arising under, out of, in connection with or related in any manner to this AgreementAgreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach. Notwithstanding anything herein or in any related agreement to the contrary, none of the Seller, the Merger AgreementSeller Parent, the JBASeller’s and the Seller Parent’s representatives and any of their respective representatives or Affiliates (each, H▇▇▇▇▇’s ECL a “Seller Group Member”) shall have any rights or claims against (if anyi) any Financing Source or (ii) any documents or instruments delivered in connection herewith or therewith shall be had against, any of the respective former, current or future directoraffiliates or representatives of the Financing Sources in connection with the Debt Financing, officer, agent, Affiliate, manager and no Financing Source shall have any rights or employee of Holder (or any of its successors or assignees), claims against any formerSeller Group Member, current in connection with this Agreement or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)Debt Financing, whether by at law or through attempted piercing of the corporate veilequity, by or through a claim by or on behalf of Holder against the Holder Affiliatesin contract, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, in tort or otherwise; provided that (and notwithstanding anything to that, following the contrary provided herein or in any document or instrument delivered contemporaneously herewith)Closing Date, (A) nothing herein the foregoing shall not limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, Financing Sources under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationDebt Financing Commitments.

Non-Recourse. Notwithstanding anything to the contrary This Agreement may only be enforced against, and any Legal Proceeding that may be expressed based upon, in respect of, arise under, out of or implied by reason of, be connected with or relate in any manner to this Agreement Agreement, or any document the negotiation, execution, performance or instrument delivered contemporaneously herewithbreach, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenantsincluding, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall any representation or warranty made or alleged to have any obligation hereunder and that it has no rights of recovery againstbeen made in, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith with or therewith shall as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be had againstmade or asserted against (and are expressly limited to) the Persons that are expressly identified as parties hereto in the preamble to and signature pages of this Agreement and solely in their capacities as such, against Guarantor as provided in the Guarantee and against Sponsor as provided in the Equity Commitment Letter. No Person who is not a party hereto (including, (a) any former, current or future direct or indirect equity holder, controlling Person, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, manager assignee, attorney or employee representative of, and any financial advisor or lender to (all above-described Persons in this sub-clause (a), collectively, “Affiliated Persons”) a party hereto or any Affiliate of Holder such party, and (b) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto, the Guarantor and the Sponsor (the Persons in sub-clauses (a) and (b), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto, and the Guarantor, the Sponsor and any Acquiring Person (as defined in the Guarantee), “Non-Parties”)) will have any liability whatsoever in respect of, based upon or arising out of any Recourse Theory under this Agreement. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in no event will any party hereto, any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (Affiliates or any of its successors or assignees) or any Affiliate or related party thereof or against any formerPerson claiming by, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder any of them institute any Legal Proceeding under any Recourse Theory against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding Non-Party. Notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith)this Section 9.12, (A) nothing herein shall be deemed to limit the rights of each any liabilities or other obligations of the other parties to the JBA (other than Holder) against Holder Guarantor or any Acquiring Person under the JBA pursuant to Guarantee, Sponsor as provided in the terms and conditions of Equity Commitment Letter or any Seller (as such term is defined in the JBA, and (BFounders Agreement) nothing herein shall limit under the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationFounders Agreement.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Affiliates, that it has no rights all Actions, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingreason of, be connected with, or by virtue relate in any manner to: (a) this Agreement, any other agreement referenced herein or the transactions contemplated hereby or thereby, (b) the negotiation, execution or performance of this Agreement or any statuteother agreement referenced herein (including any representation or warranty made in, regulation or other applicable lawin connection with, or otherwise; provided that (and notwithstanding anything to the contrary provided herein as an inducement to, this Agreement or in any document or instrument delivered contemporaneously herewithsuch other agreement), (Ac) nothing any breach or violation of this Agreement or any other agreement referenced herein, and (d) any failure of the transactions contemplated hereby or under any other agreement referenced herein shall limit to be consummated, in each case, may be made only against (and are those solely of) the rights of each Persons that are expressly identified as parties to this Agreement or, in the case of the other agreements referenced herein, the persons that are expressly named as parties to the JBA (other than Holder) against Holder under the JBA pursuant thereof, and, in accordance with, and subject to the terms and conditions of, this Agreement or such other agreement referenced herein, as applicable. In furtherance and not in limitation of the JBAforegoing, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates, that no recourse under this Agreement, any other agreement referenced herein or the transactions contemplated hereby or thereby shall be sought or had against any other Person, and no other Person shall have any liabilities or obligations (B) nothing herein shall limit the rights of each 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 parties 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 JBA items in clauses (other than Holdera) through (d) of the immediately preceding sentence, it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in clauses (a) through (d) of the immediately preceding sentence. Notwithstanding anything to the contrary herein or otherwise, except as contemplated in the proviso of the first sentence of this Section 11.14, with respect to each party hereto, no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor, lender or Representative or Affiliate of such named party (the “Related Parties”) shall be responsible or liable for any obligations multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of Holder under this Agreement Agreement, any other agreement referenced herein or the transactions contemplated hereby, under any documents hereby or instruments delivered in connection herewiththereby, or for the valid termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.

Non-Recourse. Notwithstanding anything Except to the contrary extent otherwise set forth in the Ancillary Agreements, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of manner to this Agreement, covenantsor the negotiation, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have execution, or performance of this Agreement (including any obligation hereunder and that it has no rights of recovery againstrepresentation or warranty made in, and no recourse hereunder in connection with, or under as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Merger AgreementPersons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, the JBAincluding any current, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current former or future director, officer, agentemployee, Affiliateincorporator, manager or employee of Holder (or any of its successors or assignees)member, against any former, current or future general or limited partner, manager, equityholder stockholder, Affiliate, agent, attorney, representative or member of Holder (assignee of, and any financial advisor to any Contracting Party, or any of its successors or assignees) or any Affiliate or related party thereof or against any formercurrent, current former or future director, officer, agentemployee, employeeincorporator, member, partner, manager, stockholder, Affiliate, related partyagent, assigneeattorney, general representative or limited partnerassignee of, equityholderand any financial advisor or lender to, manager or member of any of the foregoing (eachcollectively, other than H▇▇▇▇▇ and its successors and permitted assignees, a the “Holder AffiliateNonparty Affiliates”), shall have any liability (whether by in contract or through attempted piercing of the corporate veilin tort, by in law or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingin equity, or granted by virtue statute) for any claims, causes of any statuteaction, regulation or other applicable lawobligations, or otherwise; provided that (and notwithstanding anything to the contrary provided herein liabilities arising under, out of, in connection with, or related in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties manner to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason ofof this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the Ancillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or their creationcauses of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of 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 (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Notwithstanding anything (a) This Agreement may only be enforced against, and any Proceeding based upon, arising out of, or related to the contrary that may be expressed or implied in this Agreement or any document the Transaction Documents, or instrument delivered contemporaneously herewiththe negotiation, execution or performance of this Agreement or the Transaction Documents, may only be brought against the named parties to this Agreement or such Transaction Documents and notwithstanding then only with respect to the fact that Holder specific obligations set forth herein or any of its successors therein with respect to the named parties to this Agreement or permitted assignees may be such Transaction Documents (in all cases, as limited herein or therein). No Person who is not a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of named party to this Agreement, covenantsincluding any past, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, incorporator, member, partner, stockholder, Affiliate, manager agent, trustee, attorney or employee representative of Holder (the Company, the Seller, Buyer or any of its successors their respective Affiliates, will have or assigneesbe subject to any Liability (whether in contract or in tort) to any other Person resulting from (nor will any party hereto have any claim against any such Person with respect to) (a) the distribution to such party, or party’s use of, or reliance on, any information, documents, projections, forecasts or other material made available to such party in data rooms (electronic or otherwise), against confidential information memoranda or management presentations in expectation of, or in connection with, the transactions contemplated by this Agreement or the Transaction Documents, or (b) any formerclaim based on, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingin respect of, or by virtue reason of, the sale and purchase of the Company, including any statutealleged non-disclosure or misrepresentations made by any such Persons, regulation in each case, regardless of the legal theory under which such Liability may be sought to be imposed, whether sounding in contract or other applicable lawtort, or whether at law or in equity, or otherwise; provided that and each party waives and releases all such Liabilities against any such Persons. (and notwithstanding b) Notwithstanding anything to the contrary provided herein or contained in any document or instrument delivered contemporaneously herewith)this Agreement, (A) nothing herein shall limit the rights of each none of the other parties Debt Financing Parties shall have any liability to the JBA Company (other than Holder) against Holder under the JBA pursuant prior to the terms and conditions of Closing) or the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, Seller for any obligations or liabilities of Holder any party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby, including any Debt Financing Party Related Proceeding and each of the Company (prior to the Closing) and the Seller agrees that it will not bring, or permit any of its Affiliates to bring, any such obligations Debt Financing Party Related Proceeding against or their creationinvolving any Debt Financing Party and waives any rights or claims against any Debt Financing Party in connection with the foregoing (whether in contract, tort, equity or otherwise); provided that Buyer may enforce, and seek remedies under, any definitive agreement entered into in connection with the Debt Financing and nothing in this Agreement shall limit the rights of any of the parties to any definitive agreement entered into in connection with the Debt 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 10.14 (including the Lender Protective 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 materially adverse to the Debt Financing Parties, without the prior written consent of the Debt Financing Sources.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement Agreement, or any document document, certificate or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall otherwise (together, the “Transaction Documents”), the Company acknowledges and agrees, on behalf of itself and its respective Related Persons (as defined below), that all Proceedings that may be had againstbased upon, in respect of, arise under, out of, by reason of, be connected with, or relate in any former, current or future director, officer, agent, Affiliate, manager or employee of Holder manner to (a) this Agreement or any Transaction Document or the Transactions, (b) the negotiation, execution or performance of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (this Agreement or any of its successors other Transaction Document (including any representation or assignees) warranty made in, in connection with, or any Affiliate or related party thereof or against any formeras an inducement to, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing documents), (eachc) any breach or violation of this Agreement or any other Transaction Document or (d) the failure of the Transactions to be consummated, other than H▇▇▇▇▇ in each case may be made only against (and are those solely of) the Persons that are expressly identified Parties hereto. In furtherance and not in limitation of the foregoing, the Company acknowledges and agrees, on behalf of itself and its successors respective Related Persons, that no recourse under this Agreement or any other Transaction Document or in connection with any Transactions shall be sought or had against any such other Person and permitted assigneesno such other Person shall have any liabilities (whether in contract or in tort, a “Holder Affiliate”)in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the preceding clauses (a) through (d), it being expressly agreed and acknowledged that no liabilities whatsoever shall attach to, be imposed on or otherwise be incurred by any direct or indirect, past, present or future shareholder, equity holder, controlling person, member, partner (limited or general), manager, director, officer, employee, lender, financing source, Affiliate, agent or other representative of Stockholder or any Affiliate of Stockholder (collectively, with such Person’s assignees, successors and assigns, the “Related Persons”), through the Company, its Subsidiaries or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of Holder against the Holder Affiliatesany party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable proceedingactions, suits, claims, investigations or proceedings, by virtue of any statute, regulation or other applicable lawLaw, or otherwise; provided . The Parties acknowledge and agree that (and notwithstanding anything to the contrary provided herein Related Persons are intended third-party beneficiaries of this Section 5.16. Nothing in this Agreement precludes the Parties or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the Related Persons from exercising any rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant Merger Agreement or any other agreement to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (which they are specifically a party or with respect to any assignee hereof) as a an express third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to thereof, and nothing in this Agreement shall limit the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, any Related Person under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationother agreement to which they are specifically a party.

Non-Recourse. Notwithstanding anything to the contrary in this Agreement, all Proceedings, obligations, Liabilities or causes of action (whether in Contract, in tort, in Law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in any manner to (a) this Agreement, (b) the negotiation, execution or performance of this Agreement (including any representation or warranty made in connection with, or as inducement to, this Agreement), (c) any breach or violation of this Agreement and (d) any failure of the transactions contemplated hereby 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 subject to the terms and conditions hereof. In furtherance and not in limitation of the foregoing, none of the former, current and future Affiliates, directors, officers, managers, employees, advisors, Representatives, equityholders, members, managers, partners, successors and assigns of any Party or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder Affiliate thereof or any former, current and future Affiliate, director, officer, manager, employee, advisor, Representative, equityholder, member, manager, partners, successor and assign of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance any of the benefits foregoing (collectively, “Non-Recourse Parties”) that is not a Party shall have any Liability for any Liabilities of the Parties for any Proceeding (whether in tort, contract or otherwise) for breach of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) Ancillary Document or any documents or instruments delivered herewith or therewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith therewith, none of the Parties shall be had against, have any former, current or future director, officer, agent, Affiliate, manager or employee rights of Holder (or any of its successors or assignees), recovery in respect hereof against any former, current Non-Recourse Party that is not a party hereto and no personal Liability shall attach to any Non-Recourse Party that is not a Party through any Party or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate (or limited liability company or partnership) veil, by or through a claim Proceeding (whether in tort, contract or otherwise) by or on behalf of Holder a Party against the Holder Affiliatesany Non-Recourse Party that is not a Party, by the enforcement of any assessment judgment, fine or by any legal or equitable proceeding, penalty or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; provided that (and notwithstanding . Notwithstanding anything to the contrary provided herein or in this Section 10.20, nothing in this Section 10.20 shall be deemed to limit any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed onLiabilities of, or otherwise be incurred by claims against, any Holder Affiliate, as such, for Party or any obligations of Holder under party to this Agreement or any Ancillary Document, serve as a waiver of any right on the transactions contemplated herebypart of any Party or thereto to initiate any Proceeding permitted pursuant to, under any documents and in accordance with the specific terms hereof or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationthereof.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees Party may be a partnershipcorporation, partnership or limited liability company or similar domestic or foreign entitycompany, Parent each Party, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person Persons other than Holder and its successors and permitted assignees the Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) any other Ancillary Agreements or in respect of any documents oral representations made or instruments delivered alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of Holder any Party (or any of its their successors or permitted assignees), against any former, current current, or future general or limited partner, manager, equityholder shareholder or member of Holder any Party (or any of its their successors or permitted assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related partymanager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, equityholdershareholder, manager or member of any of the foregoing foregoing, but in each case not including the Parties (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Non-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, Contract or otherwise) by or on behalf of Holder such Party against the Holder Non-Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingLegal Proceeding, or by virtue of any statute, regulation or other applicable lawLaws, or otherwise; provided that (it being agreed and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Non-Party Affiliate, as such, for any obligations of Holder the applicable Party under this Agreement or the transactions contemplated herebyTransactions, under any documents other Ancillary Agreements, in respect of any oral representations made or instruments delivered alleged to be made in connection herewithherewith or therewith, or for any claim Action (whether in tort, Contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement (including the Ancillary Agreements) if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise set forth in, and subject in all cases to the terms and conditions of any limitations herein, this Agreement may only be enforced against, and any Action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Section 11.2. This Section 11.2 shall be binding on all successors and assigns of the Parties.

Non-Recourse. Notwithstanding anything to Each party agrees, on behalf of itself and its Affiliates (and in the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance case of the benefits of this AgreementCompany, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assigneesAssociated Parties), against any formerthat all Legal Actions (whether in Contract or in tort, current at Law or future general in equity or limited partnerotherwise, manager, equityholder or member of Holder (granted by statute or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, 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 the transactions contemplated hereunder or thereunder (including the Financing), (b) the negotiation, execution or performance of this Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any other Transaction Document), (c) any breach or violation of this Agreement, any other Transaction Document and (d) any failure of the transactions contemplated hereunder or under any Transaction Document (including the Financing) to be consummated, in each case, may be made only against the Persons that are expressly identified as parties to this Agreement and, with respect to the Limited Guarantee only, may be made only against the Persons that are expressly identified as parties to the Limited Guarantee, in each case, solely as and to the extent specified, and on the terms and subject to the conditions set forth, herein or therein, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or any other Transaction Document to the contrary, and, in accordance with, and subject to the terms and conditions of, this Agreement each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates (and in the case of the Company, its Associated Parties), that no recourse under this Agreement, any other Transaction Document 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 Associated Party, and no other Person, including any Parent Associated Party, shall have any Liabilities (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through a claim by 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 arising under, out of, in connection with or related in any manner to the items listed in the first sentence of this Section 8.17, it being expressly agreed and acknowledged that no personal Liability or losses whatsoever shall attach to, be imposed on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or otherwise be incurred by any legal of the aforementioned, as such, arising under, out of, in connection with or equitable proceeding, or by virtue of related in any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything manner to the contrary provided herein or items in any document or instrument delivered contemporaneously herewith)the first sentence of this Section 8.17, in each case, except for claims that the parties, as applicable, may assert against (Ai) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA Guarantors, if, as and when required pursuant to the terms and conditions of the JBA, Limited Guarantee or (ii) against any Person that is party to and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) solely pursuant to the terms and conditions thereofof, the Confidentiality Agreement. The parties hereto expressly agree and acknowledge that Notwithstanding anything to the contrary herein or otherwise, no liability whatsoever Parent Associated Party shall attach to, be imposed on, responsible or otherwise be incurred by any Holder Affiliate, as such, liable for any obligations multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.

Non-Recourse. (a) Notwithstanding anything to the contrary that may be expressed contained in this Agreement, no Company Related Party nor any other party hereto shall have any rights or implied claims against any Debt Financing Source, in any way relating to this Agreement or any document of the transactions contemplated by this Agreement, or instrument delivered contemporaneously herewithin respect of any oral representations made or alleged to have been made in (b) This Agreement may only be enforced against, and notwithstanding any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought against the fact entities that Holder are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each party agrees, on behalf of itself and its Affiliates and Non-Recourse Related Parties, that, except to the extent a named party in this Agreement and except to the extent provided in and subject to the terms of the Confidentiality Agreement, Equity Financing Commitment, or the Limited Guaranty, (i) neither it nor any of its successors Affiliates will bring or permitted assignees may be a partnershipsupport any action, limited liability company cause of action, claim, cross-claim, or similar domestic third-party claim of any kind or foreign entitydescription, Parent by its acceptance of the benefits of this Agreementwhether in law or in equity, covenantswhether in contract or in tort, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees)otherwise, against any formerNon-Recourse Related Party, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties way relating to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under including any documents dispute arising out of or instruments delivered relating in any way to the Equity Financing Commitment or the definitive agreements executed in connection herewiththerewith or the performance thereof and (ii) no Non-Recourse Related Party shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party or its Affiliates or their respective directors, officers, employees, agents, partners, managers or equity holders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, such obligations the negotiation, execution or performance of this Agreement or the transactions contemplated hereby or in respect of any oral representations made or alleged to have been made in connection herewith. For purposes of this Agreement, “Non-Recourse Related Parties” means with respect to Parent, Merger Sub, or the Guarantor, on the one hand, or the Company, on the other hand, as applicable, their creationrespective former, current and future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or permitted assignees and any and all former, current and future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or permitted assignees of any of the foregoing, and any and all former, current and future heirs, executors, administrators, trustees, successors or permitted assigns of any of the foregoing. For the avoidance of doubt, Parent, Merger Sub, Guarantor, and the Company shall not be Non- Recourse Related Parties. [The remainder of this page is intentionally left blank.]

Non-Recourse. Notwithstanding anything Except as otherwise expressly provided in this Agreement, this Agreement may only be enforced against, and any claim or 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 hereto and then only with respect to the contrary that may be expressed or implied 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 or any document or instrument delivered contemporaneously herewithand not otherwise), and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnershipno past, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, manager, officer, employee, incorporator, member, partner, shareholder, Affiliate, Debt Financing Source, agent, Affiliate, manager attorney or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member Representative of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of Party shall have any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations or liabilities of Holder any Party under this Agreement (whether in contract or the transactions contemplated herebytort, under any documents in law or instruments delivered in connection herewith, equity) or for any claim based on, in respect of, or by reason of, such obligations the transactions contemplated hereby and thereby (including the Debt Financing) and the Company (on behalf of itself, each of its Subsidiaries and the Company Securityholders) agrees that none of it, any of its Subsidiaries or their creationany Company Securityholder shall have any rights or claims (whether in contract or tort, at law or in equity of otherwise) against the Debt Financing Sources in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby. The provisions of this Section 11.18 are intended to be for the benefit of, and will be enforceable by each past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, Affiliate, Debt Financing Source, agent, attorney or Representative of any Party. This Section 11.18 shall be binding on all successors and assigns of the Company.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement Agreement, any other Transaction Document or any document document, certificate or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall or otherwise, each Party hereby acknowledges and agrees, on behalf of itself and its respective Affiliates, that all actions, suits, claims, investigations or proceedings that may be had againstbased upon, in respect of, arise under, out of, by reason of, be connected with, or relate in any former, current or future director, officer, agent, Affiliate, manager or employee of Holder manner to (a) this Agreement or any other Transaction Document or the transactions contemplated hereunder or thereunder, (b) the negotiation, execution or performance of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (this Agreement or any of its successors other Transaction Document (including any representation or assignees) warranty made in, in connection with, or any Affiliate or related party thereof or against any formeras an inducement to, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing documents), (eachc) any breach or violation of this Agreement or any other Transaction Document and (d) the failure of the transactions contemplated hereunder or by any other Transaction Document, other than H▇▇▇▇▇ to be consummated, in each case may be made only against (and are those solely of) the Persons that are expressly identified as Parties hereto or thereto, as applicable, except as contemplated by Section 5.8. In furtherance and not in limitation of the foregoing, each Party hereby acknowledges and agrees, on behalf of itself and its successors respective Affiliates, that no recourse under this Agreement or any other Transaction Document or in connection with any transactions contemplated hereby or thereby will be sought or had against any other such Person and permitted assigneesno other such Person will have any liabilities or obligations (whether in contract or in tort, a “Holder Affiliate”)in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) for any Losses, Damages, claims, causes of action, Actions, obligations or Liabilities of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal Liability or Losses, Damages, claims, causes of action, Actions, obligations or Liabilities whatsoever will attach to, be imposed on or otherwise be incurred by any past, present or future shareholder, member, partner, manager, director, officer, employee, Affiliate, agent or representative of any Party to this Agreement, through Buyer, Parent, Seller or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of Holder against the Holder Affiliatesany Party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable proceedingactions, suits, claims, investigations or proceedings, by virtue of any statute, regulation or other applicable law, or otherwise; provided that , except for (i) claims of Actual Fraud, (ii) claims under and notwithstanding anything to the contrary extent provided herein or for in Article 5 of this Agreement and (iii) claims against any document or instrument delivered contemporaneously herewith)Person that is party to, (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA and solely pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationthe Confidentiality Agreement.

Non-Recourse. (a) Notwithstanding anything to the contrary that herein or in any other documents delivered pursuant hereto, (i) this Agreement may only be expressed enforced against, and any Proceeding based upon, arising out of or implied related to a breach of this Agreement by Sellers may only be made against, Sellers, (ii) none of Sellers’ Affiliates or Sellers’ or their Affiliates’ respective current, former or future directors, officers, employees, agents, partners, managers, members, stockholders, assignees, or representatives (collectively, the “Seller Related Parties”) shall have any liability in connection with this Agreement or any document Proceeding in connection therewith (whether in tort, contract or instrument delivered contemporaneously herewithotherwise), and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees (iii) Buyer shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under in respect of this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), Agreement against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)Seller Related Party, whether by or through attempted piercing of the corporate veil, by or through a claim any Proceeding (whether in tort, contract or otherwise) by or on behalf of Holder any Seller against the Holder Affiliatesany Seller Related Party, by the enforcement of any assessment judgment, fine or by any legal or equitable proceeding, penalty or by virtue of any statute, regulation or other applicable lawRequirements of Law, or otherwise; provided that . (and notwithstanding b) Notwithstanding anything to the contrary provided herein or in any document or instrument other documents delivered contemporaneously herewith)pursuant hereto, (Ai) nothing herein this Agreement may only be enforced against, and any Proceeding based upon, arising out of or related to a breach of this Agreement by Buyer may only be made against, Buyer, (ii) none of Buyer’s Affiliates or Buyer’s or its Affiliates’ respective current, former or future directors, officers, employees, agents, partners, managers, members, stockholders, assignees, or representatives (collectively, the “Buyer’s Related Parties”) shall limit the rights of each of the other parties to the JBA have any liability in connection with this Agreement or any Proceeding in connection therewith (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBAwhether in tort, contract or otherwise), and (Biii) nothing herein no Seller shall limit the have any rights of each recovery in respect of this Agreement against any Buyer Related Party, whether by or through attempted piercing of the corporate veil, by or through any Proceeding (whether in tort, contract or otherwise) by or on behalf of Buyer against any Buyer Related Party, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed onapplicable Requirements of Law, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationotherwise.

Non-Recourse. All claims, obligations, liabilities or causes of action (whether in contract or in tort, at law or in equity or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement or the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made against (and such representations and warranties are those solely of) only the Parties. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithto the contrary, the Parties agree and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges acknowledge that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) Agreement or any documents or instruments delivered in connection herewith hereunder or therewith the Transactions shall be had againstagainst any Person who is not a Party to this Agreement, including any former, current or future director, officer, agentemployee, Affiliateincorporator, manager or employee of Holder (or any of its successors or assignees)member, against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any formerstockholder, current or future director, officerAffiliate, agent, employeeattorney or representative of, Affiliateand any financial advisor or lender to, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (eachtogether, other than H▇▇▇▇▇ the “Nonparty Affiliates,” it being acknowledged and its successors and permitted assigneesagreed, a “Holder Affiliate”for the avoidance of doubt, that none of Buyer, the Company Group or the Sellers shall be Nonparty Affiliates hereunder), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedinglitigation, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; provided that (and notwithstanding anything to by virtue of any breach or alleged breach hereof or thereof, the contrary provided herein negotiation, execution or performance hereof or thereof or the Transactions or in respect of any other document or instrument delivered contemporaneously herewiththeory of law or equity or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith (whether by or through attempted piercing of the corporate veil, whether at law or in equity, and whether in contract or in tort or otherwise), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms it being expressly agreed and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliate, as such, Nonparty Affiliate for any obligations obligation of Holder any Party under this Agreement Agreement, any or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, hereunder or the Transactions for any claim based on, in respect of, of or by reason of, of such obligations or their creation.. Without limiting the foregoing, no claim will be brought or maintained by any Party or any Nonparty Affiliate or any of their respective successors or permitted assigns against, and no Person shall seek to recover monetary damages from, any Nonparty Affiliate, 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 documents or instruments delivered hereunder or the Transactions. Each Nonparty Affiliate shall be an express third-party beneficiary of, and entitled to enforce, this Section

Non-Recourse. Notwithstanding anything to the contrary All claims, obligations, liabilities, or causes of action (whether at Law, in equity, in contract, in tort, or otherwise) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of manner to this Agreement, covenantsor the negotiation, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have execution, or performance of this Agreement (including any obligation hereunder and that it has no rights of recovery againstrepresentation or warranty made in, and no recourse hereunder in connection with, or under as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Merger AgreementParties. No Person who is not a Party, the JBAincluding any current, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future directorequityholder, officerincorporator, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assigneecontrolling person, general or limited partner, member, Affiliate, assignee, or Representative of any Party, or any current, former, or future equityholder, manager incorporator, controlling person, general or member limited partner, Affiliate, assignee, or Representative of any of the foregoing or any of their respective successors, predecessors, or assigns (eachor any successors, other than H▇▇▇▇▇ and its successors and permitted assigneespredecessors, a or assigns of the foregoing) (collectively, the “Holder AffiliateNon-Party Affiliates”), shall have any liability (whether by or through attempted piercing of the corporate veilat Law, by or through a claim by or on behalf of Holder against the Holder Affiliatesin equity, by the enforcement of any assessment or by any legal or equitable proceedingin contract, or by virtue of any statute, regulation or other applicable lawin tort, or otherwise; provided that (and notwithstanding anything to the contrary provided herein ) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties manner to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach, and, to the maximum extent permitted by Law, each Party hereby waives and releases all claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach against any such obligations Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Party hereby waives and releases any and all rights, claims, demands, or their creationcauses of action that may otherwise be available (whether at Law, in equity, in contract, in tort, or otherwise), to avoid or disregard the entity form of a Party or otherwise impose liability of a Party on any Non-Party 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, in each case arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach, and (b) each Party disclaims any reliance upon any Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary contained herein or otherwise, after the Closing, no Party may seek to rescind or terminate this Agreement or any of the Transactions.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied Except as otherwise expressly provided in this Agreement or any document or instrument delivered contemporaneously herewithAncillary Agreement, (a) this Agreement may only be enforced against, and notwithstanding the fact any claims or causes of action that Holder or any of its successors or permitted assignees may be a partnershipbased upon, limited liability company arise out of or similar domestic or foreign entity, Parent by its acceptance of the benefits of relate to this Agreement, covenantsor the negotiation, agrees and acknowledges execution or performance of this Agreement or the transactions contemplated hereby, may only be made against the Persons that are expressly identified as Parties herein in their capacities as such, (b) no person other than Holder and its successors and permitted assignees shall have former, current or future stockholders, equity holders, Controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any obligation hereunder and that it has no rights of recovery againstParty hereto, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future direct or indirect stockholder, equity holder, Controlling person, director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholdermember, manager manager, agent or member Affiliate of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder AffiliateNon-Recourse Party”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of ) shall have any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, Liability for any obligations or Liabilities of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such 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 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 Non-Recourse Parties and their creationrespective 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. Without limiting the foregoing, the Company acknowledges and agrees (on behalf of itself and its Affiliates) and hereby waives any rights or claims against any Financing Sources in connection with this Agreement, the Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise, and agree not to commence (and if commenced, agree to dismiss or otherwise terminate, and not to assist) any action against any Financing Sources in connection with this Agreement (including any action relating to the Financing) or the transactions contemplated hereby or 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.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied contained in this Agreement or any document or instrument delivered contemporaneously herewithotherwise, this Agreement may only be enforced against, and notwithstanding the fact any claims or causes of action that Holder or any of its successors or permitted assignees may be a partnershipbased upon, limited liability company arise out of or similar domestic or foreign entity, Parent by its acceptance of the benefits of relate to this Agreement, covenantsor the negotiation, agrees execution or performance, of this Agreement may only be made against the entities that are expressly identified as Parties, and acknowledges that no person Parent Related Parties (other than Holder the Guarantors solely to the extent and its successors and permitted assignees subject to the terms set forth in the Limited Guarantees or Equity Commitment Letters) or the Financing Sources shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations or liabilities of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, 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 oral representations made or alleged to be made 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) covenants and agrees that (a) 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 connection with this Agreement or other agreement executed or delivered in connection herewith or any of the transactions contemplated hereby or thereby against any of the Parent Related Parties or the Financing Sources and (b) none of the Parent Related Parties or the Financing Sources shall have any liability or obligations (whether based in Contract, tort, fraud, strict liability, other Laws or otherwise) to the Company, the Company’s Subsidiaries, any of their respective Representatives or Affiliates (or any Person claiming by, through or on behalf of the Company or its Affiliates) or any of their respective successors, heirs or representatives thereof arising out of or relating to this Agreement or other agreement executed or delivered in connection herewith or any of the 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 obligations 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 creationAffiliates) 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 connection with this Agreement or other Ancillary Agreement or any of the Transactions against any of the Company Related Parties and (ii) 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 Parties and the Company Related Parties are expressly intended as third party beneficiaries of this provision of this Agreement.

Non-Recourse. Notwithstanding anything to the contrary contained herein, this Agreement and the Merger Agreement may only be enforced against, and any claims or causes of action that may be expressed based upon, arise out of or implied in relate to this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, or the JBAnegotiation, H▇▇▇▇▇’s ECL (if any) execution or performance of this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, may only be made against the entities and Persons that are expressly identified as parties to this Agreement or the Merger 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 documents party hereto, or instruments delivered in connection herewith or therewith shall be had against, any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholdermember, manager manager, agent or member Affiliate of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder AffiliateNon-Recourse Party”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of ) shall have any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, Liability for any obligations or Liabilities of Holder under the parties to this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, Merger 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 thereby or in respect of any representations made or alleged to be made in connection herewith or therewith; provided, however, that nothing herein shall limit the obligations of any Non-Recourse Party under any Ancillary Agreement to which such Non-Recourse Party is party, even if the basis for obligations thereunder relate to or their creationarise from obligations hereunder. Without limiting the rights of any party against the other parties hereto or to the Merger Agreement, in no event shall any party or any of its Affiliates seek to enforce this Agreement or the Merger Agreement against, make any claims for breach of this Agreement or the Merger Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Non-Recourse. Notwithstanding anything 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 contrary terms, conditions and limitations set forth therein, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in any manner to this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent transactions contemplated by its acceptance of the benefits of this Agreement, covenantsor the negotiation, agrees execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and acknowledges such representations and warranties are those solely of) the persons that no are expressly identified as the parties in the preamble to this Agreement (the “Contracting Parties”). No person other than Holder and its successors and permitted assignees shall have who is not a Contracting Party, including any obligation hereunder and that it has no rights of recovery againstEquity Investor, and no recourse hereunder or under this Agreementany current, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current former or future director, officer, agentemployee, Affiliateincorporator, manager or employee of Holder (or any of its successors or assignees)member, against any former, current or future general or limited partner, manager, equityholder stockholder, equityholder, Affiliate, agent, attorney, representative or member of Holder (assignee of, and any financial advisor or lender to, any Contracting Party, or any of its successors or assignees) or any Affiliate or related party thereof or against any formercurrent, current former or future director, officer, agentemployee, employeeincorporator, member, partner, manager, stockholder, equityholder, Affiliate, related partyagent, assigneeattorney, general representative or limited partner, equityholder, manager or member assignee of any of the foregoing and the Financing Entities Related Parties (eachcollectively, other than H▇▇▇▇▇ and its successors and permitted assignees, a the “Holder AffiliateNon-Recourse Party”), shall have any liability (whether by in contract or through attempted piercing of the corporate veilin tort, by in law or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingin equity, or granted by virtue statute) for any claims, causes of any statuteaction, regulation or other applicable lawobligations, or otherwise; provided that (and notwithstanding anything to the contrary provided herein liabilities arising under, out of, in connection with, or related in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties manner to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents by this Agreement or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason ofof 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 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 Transaction Documents, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or their creationcauses of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise 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 veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Non-Recourse Party with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied Except as otherwise expressly provided in this Agreement or any document or instrument delivered contemporaneously herewithAncillary Agreement, (a) this Agreement may only be enforced against, and notwithstanding the fact any claims or causes of action that Holder or any of its successors or permitted assignees may be a partnershipbased upon, limited liability company arise out of or similar domestic or foreign entity, Parent by its acceptance of the benefits of relate to this Agreement, covenantsor the negotiation, agrees and acknowledges execution or performance of this Agreement or the transactions contemplated hereby, may only be made against the Persons that are expressly identified as Parties herein in their capacities as such, (b) no person other than Holder and its successors and permitted assignees shall have former, current or future stockholders, equity holders, Controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any obligation hereunder and that it has no rights of recovery againstParty hereto, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future direct or indirect stockholder, equity holder, Controlling person, director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholdermember, manager manager, agent or member Affiliate of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder AffiliateNon-Recourse Party”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of ) shall have any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, Liability for any obligations or Liabilities of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such 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 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 Non-Recourse Parties and their creationrespective 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. Without limiting the foregoing, the Company acknowledges and agrees (on behalf of itself and its Affiliates) and hereby waives any rights or claims against any Financing Sources in connection with this Agreement, the Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise, and agree not to commence (and if commenced, agree to dismiss or otherwise terminate, and not to assist) any action against any Financing Sources in connection with this Agreement (including any action relating to the Financing) or the transactions contemplated hereby or 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.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors Affiliates and permitted assignees shall have any obligation hereunder its and that it has no rights of recovery againsttheir directors, officers, partners and no recourse hereunder or under this Agreementmembers (collectively, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees“Related Parties”), against any formerthat all Actions, current claims, obligations, liabilities or future general causes of action (whether in Contract or limited partnerin tort, managerin Law or in equity or otherwise, equityholder or member of Holder (granted by statute or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate to: (A) this Agreement or the transactions contemplated hereunder, (B) the negotiation, execution or performance this Agreement (including any statuterepresentation or warranty made in, regulation or other applicable lawin connection with, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewithas an inducement to, this Agreement), (AC) nothing herein shall limit the rights any breach or violation of each this Agreement, and (D) any failure of the other transactions contemplated hereunder to be consummated, in each case, may be made only against the Persons that are expressly identified as parties to the JBA (other than Holder) against Holder under the JBA pursuant this Agreement and, in accordance with, and subject to the terms and conditions of this Agreement. In furtherance and not in limitation of the JBAforegoing, and notwithstanding anything contained in this Agreement, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and Related Parties, that no recourse under this Agreement shall be sought or had against any other Person, and no other Person shall have any liabilities or obligations (B) nothing herein shall limit the rights of each 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 parties 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 JBA items in the immediately preceding clauses (other than HolderA) through (D), it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, for any obligations of Holder under this Agreement or the transactions contemplated herebyarising under, under any documents or instruments delivered out of, in connection herewithwith or related to the items in the immediately preceding clauses (A) through (D), or except in each case for any claim based onclaims that the Company may assert against Greeneden U.S. Holdings II, in respect of, or by reason of, such obligations or their creationLLC pursuant to the terms of the Confidentiality Agreement.

Non-Recourse. Notwithstanding anything to the contrary contained herein or otherwise, this Agreement may only be enforced against, and any claims or causes of action that may be expressed based upon, arise out of or implied in relate to this Agreement, or the negotiation, execution or performance of this Agreement or any document or instrument delivered contemporaneously herewiththe transactions contemplated hereby (other than with respect to the Related Agreements), may only be made against the entities and notwithstanding the fact Persons that Holder are expressly identified as Parties to this Agreement in their capacities as such or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery againstforegoing, and no recourse hereunder former, current or under this Agreementfuture stockholders, the Merger Agreementequity holders, the JBAcontrolling persons, H▇▇▇▇▇’s ECL (if any) directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any documents party hereto, or instruments delivered in connection herewith or therewith shall be had against, any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholdermember, manager manager, agent or member Affiliate of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder AffiliateNon-Recourse Party”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of ) shall have any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations or liabilities of Holder under the Parties to this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations the transactions contemplated hereby or their creationin respect of any representations or warranties made or alleged to be made in connection herewith. Without limiting the rights of any party against the other Parties hereto or under the Related Agreements, subject to the terms, conditions and limitations contemplated therein, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party (for the avoidance of doubt, including any of the Securityholders). None of Parent’s Debt Financing Sources will have any liability to the Company or its Affiliates relating to or arising out of this Agreement, the New Debt Financing, the Debt Commitment Letter or the transactions contemplated hereby or thereby, whether at law, or equity, in contract, in tort or otherwise, and neither the Company nor any of its Affiliates will have any rights or claims against any of the Debt Financing Sources hereunder or thereunder.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement Agreement, any other Transaction Document or any document document, certificate or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall or otherwise, each party hereby acknowledges and agrees, on behalf of itself and its respective Affiliates, that all actions, suits, claims, investigations or proceedings that may be had againstbased upon, in respect of, arise under, out of, by reason of, be connected with, or relate in any former, current or future director, officer, agent, Affiliate, manager or employee of Holder manner to (a) this Agreement or any other Transaction Document or the transactions contemplated hereunder or thereunder, (b) the negotiation, execution or performance of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (this Agreement or any of its successors other Transaction Document (including any representation or assignees) warranty made in, in connection with, or any Affiliate or related party thereof or against any formeras an inducement to, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing documents), (eachc) any breach or violation of this Agreement or any other Transaction Document and (d) the failure of the transactions contemplated hereunder or by any other Transaction Document, other than H▇▇▇▇▇ to be consummated, in each case may be made only against (and are those solely of) the Persons that are expressly identified as parties hereto or thereto, as applicable. In furtherance and not in limitation of the foregoing, each party hereby acknowledges and agrees, on behalf of itself and its successors respective Affiliates, that no recourse under this Agreement or any other Transaction Document or in connection with any transactions contemplated hereby or thereby shall be sought or had against any other such Person and permitted assigneesno other such Person shall have any liabilities or obligations (whether in contract or in tort, a “Holder Affiliate”)in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) for any losses, damages, claims, causes of action, obligations or liabilities of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal Liability or losses, damages, claims, causes of action, obligations or liabilities whatsoever shall attach to, be imposed on or otherwise be incurred by any past, present or future shareholder, member, partner, manager, director, officer, employee, Affiliate, agent or representative of any party to this Agreement, through Buyer, any Seller or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of Holder against the Holder Affiliatesany party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable proceedingactions, suits, claims, investigations or proceedings, by virtue of any statute, regulation or other applicable law, or otherwise; provided that , except for (i) claims of Actual Fraud, (ii) claims under and notwithstanding anything to the contrary extent provided herein or for in Article XI of this Agreement and (iii) claims against any document or instrument delivered contemporaneously herewith)Person that is party to, (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA and solely pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationthe Confidentiality Agreement.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or (a) Without limiting any of its successors the express terms or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits conditions of this Agreement, covenantseach party agrees, agrees and acknowledges that no person other than Holder on behalf of itself and its successors Affiliates and permitted assignees shall have any obligation hereunder and Representatives, that it has no rights all proceedings, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue relate to (i) this Agreement or the Transactions, (ii) the negotiation, execution or performance of this Agreement (including any statuterepresentation or warranty made in, regulation or other applicable lawin connection with, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewithas an inducement to, this Agreement), (Aiii) nothing herein shall limit the rights any breach or violation of each this Agreement, and (iv) any failure of the other parties Transactions to be consummated, in each case, may be made only against (and are those solely of) the JBA (other than Holder) against Holder under the JBA pursuant persons that are expressly identified herein as a party to this Agreement and in accordance with, and subject to the terms and conditions of, this Agreement (or the terms of any such other agreement referenced herein or contemplated hereunder), in the JBAcase of each of clauses (i) – (iv) other than (A) the Company’s right to specifically enforce the Equity Commitment Letters in accordance with, and subject to, the terms and conditions of this Agreement and the Equity Commitment Letters and (B) nothing herein shall any claims that the Company may assert in accordance with the Limited Guarantee. (b) Notwithstanding anything to the contrary contained herein, the Company (on behalf of itself and its Affiliates) hereby agrees not to bring or support any Action against any Debt Financing Source in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following consummation of the Merger, the foregoing will not limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect Debt Financing under any commitment letter related thereto. No Financing Source shall be subject to any assignee hereof) as special, consequential, punitive or indirect damages or damages of a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationtortious nature.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Related Parties, that it has no rights of recovery againstall Proceedings (whether in contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, 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 through a claim by relate in any manner to: (a) this Agreement, any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated herein (the “Ancillary Documents”), or any of the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement or any of the Ancillary Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the Ancillary Documents); (c) any breach or violation of this Agreement or any of the Ancillary Documents; and (d) any failure of any of the transactions contemplated hereunder or thereunder (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the case 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, this Agreement or such Ancillary Documents, as applicable. Notwithstanding anything in this Agreement or any of the Ancillary Documents to the contrary, each party agrees, on behalf of Holder itself and its Related Parties, that no recourse under this Agreement or any of the Ancillary Documents or in connection with any of the transactions contemplated hereunder or thereunder (including the Financing) will be sought or had against any other Person, including any Related Party and any Debt Financing Sources, and no other Person, including any Related Party and any Debt Financing Sources will have any liability or obligation, for any claims, causes of action or liabilities arising under, out of, in connection with or related in any manner to the Holder Affiliatesitems in the immediately preceding clauses (a) through (d), by the enforcement of any assessment it being expressly agreed and acknowledged that no personal liability, obligation or losses whatsoever will attach to, be imposed on or otherwise be incurred by any legal of the aforementioned, as such, arising under, out of, in connection with or equitable proceeding, or by virtue of related in any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything manner to the contrary provided herein or items in any document or instrument delivered contemporaneously herewiththe immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (A) nothing herein shall limit the rights of each of the other parties subject, with respect to the JBA following clauses (other than Holderii) and (iii), in all respects to the limitations set forth in Section 8.2, Section 8.3 and this Section 9.17) (i) against Holder under the JBA any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement or a Tender and Support Agreement, (ii) against each Investor for specific performance of its obligation to fund its committed portion of the JBAEquity Financing solely in accordance with, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, Section 6 of the Equity Commitment Letter or by reason (iii) against the Company, Parent or Merger Sub solely in accordance with, and pursuant to the terms and conditions of, such obligations or their creationthis Agreement.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously in connection herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnershipby execution hereof, limited liability company or similar domestic or foreign entity, Parent by its acceptance each of the benefits of this Agreement, Parties covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no, and no other Person has any, rights of recovery whatsoever under this Agreement against, or any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, any transaction under or in connection with this Agreement, or in respect of any representations (whether written or oral) made or alleged to be made in connection herewith, against, and no recourse hereunder personal liability whatsoever shall attach to, be imposed upon or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had againstincurred by, any former, current or future directorequity holders, officercontrolling persons, agentdirectors, Affiliateofficers, manager employees, agents, advisors, representatives, Affiliates, members, managers or employee general or limited partners of Holder (or any of its successors the Parties or assignees), against any former, current or future general or limited partnerstockholder, managercontrolling person, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholdermember, manager manager, advisors, representatives, Affiliate or member agent of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, each a “Holder AffiliateNon-Recourse Party”), through such Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder such Party or otherwise against the Holder Affiliatesany Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or , in any document or instrument delivered contemporaneously herewith)each case, (A) nothing herein shall limit the other than rights of each of the other parties to the JBA recovery and claim that a Party has (other than Holdera) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder another Party (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if anyits successors or assigns, including the Liquidating Entity) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed onof this Agreement, or otherwise be incurred by any Holder Affiliateagreement entered into pursuant to this Agreement, as suchincluding the Contribution Agreement, for Purchase Agreement and the Transition Services Agreement, (b) from Guarantor (but not any obligations other Non-Recourse Party) under the Guarantee, and (c) in respect of Holder under the Confidentiality Agreement or the Access Agreement (the claims described in clauses (a), (b), and (c), the “Non-Prohibited Claims”). Each of the Parties hereby covenants and agrees that it shall not institute, and it shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, this Agreement or the transactions contemplated herebythereby, under any documents or instruments delivered in connection herewith, or except for any claim based on, in respect of, or by reason of, such obligations or their creationNon-Prohibited Claims.

Non-Recourse. Notwithstanding anything Without limiting the rights of the Company under and to the contrary that extent provided under Section 9.02, this Agreement may only be expressed enforced against, and any Proceeding based upon, arising out of, or implied in related to this Agreement or the Transactions may only be brought against, the entities that are expressly named as parties hereto (and the Guarantors in accordance with the Limited Guarantees and any document other Person expressly named a party to any other agreement entered into in connection with the Transactions) and then only with respect to the specific obligations set forth herein (or instrument delivered contemporaneously herewiththerein), with respect to such party. Except to the extent a named party to this Agreement (and the Guarantors in accordance with the Limited Guarantees and any other Person expressly named a party to any other agreement entered into in connection with the Transactions) (and then only to the extent of the specific obligations undertaken by such named party herein or therein, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnershipnot otherwise), limited liability company or similar domestic or foreign entity(x) no past, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, incorporator, member, partner, stockholder, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employeeattorney, Affiliate, related party, assignee, general advisor or limited partner, equityholder, manager representative or member Affiliate of any of the foregoing shall have any liability (eachwhether in contract, other than H▇▇▇▇▇ and its successors and permitted assigneestort, a “Holder Affiliate”), whether by equity or through attempted piercing otherwise) for any one or more of the corporate veilrepresentations, by warranties, covenants, agreements or through a claim by other obligations or on behalf of Holder against the Holder Affiliates, by the enforcement liabilities of any assessment one or by more of the Company, Parent or Merger Sub under this Agreement or any legal other party expressly named a party in any other agreement entered into in connection with the Transactions (whether for indemnification or equitable proceedingotherwise) or of or for any Proceeding based on, arising out of, or by virtue related to this Agreement or the Transactions and (y) no Debt Financing Related Person shall have any liability (whether in contract, tort, equity or otherwise) to the Company or any of its Subsidiaries of or for any statuteProceeding based on, regulation or other applicable lawarising out of, or otherwiserelated to this Agreement, the Transactions, the Debt Financing, the Debt Financing Documents or the performance thereof or the transactions contemplated thereby; provided that (and provided, however, that, notwithstanding anything to the contrary provided herein or foregoing, nothing in this Section 9.13 shall in any document way limit or instrument delivered contemporaneously herewith), (A) nothing herein shall limit modify the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder Parent, Merger Sub or the Company under this Agreement or the transactions contemplated herebyobligations of the Debt Financing Related Persons to Parent, Merger Sub and following the consummation of the Closing, the Company and its Subsidiaries under the Commitment Letters and the Debt Financing Documents. Anything in this Section 9.13 or otherwise in this Agreement to the contrary notwithstanding, nothing in this Agreement shall in any way be deemed to amend, limit or modify the rights and obligations of Corpay or any of its controlled Affiliates, on the one hand, and the Company or its controlled Affiliates, on the other hand, under any documents or instruments delivered other Contract involving any such parties to the extent unrelated to the Transactions (it being understood that the Company’s obligation to operate the business in connection herewith, or accordance with Section 6.01(a) and Section 6.01(b) shall not be deemed to be related to the Transactions for any claim based on, in respect of, or by reason of, such obligations or their creationthe purposes of this sentence).

Non-Recourse. Notwithstanding anything herein to the contrary, no Representative, Affiliate of, or direct or indirect equity owner in, the Company shall have any liability (whether in contract or in tort, in Law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to either Parent or Merger Sub or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of the Company in, or otherwise in connection with, this Agreement or any of the transactions contemplated hereby or in connection herewith or therewith, and no Representative, Affiliate of, or direct or indirect equity owner in, Parent, shall have any liability (whether in contract or in tort, in Law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to the Company or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of any of Parent or Merger Sub in, or otherwise in connection with, this Agreement or any of the transactions contemplated hereby or in connection herewith or therewith, except for any liability 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 connection with the Transactions contemplated hereby, and then, only to the extent expressly set forth in such agreement. Notwithstanding anything to the contrary that may be expressed contained herein, each of Parent, Merger Sub and the Company, and each of their respective Representatives and their respective successors and assigns (each, a “Waiving Party”) hereby waive, and agree not to commence or implied join in this Agreement with, any claim, cause of action or proceeding against any stockholders of Parent (including without limitation the holders of the Parent Series A Preferred) or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance shareholders of the benefits of Company, in each case, in connection with this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents transaction contemplated hereby or instruments delivered in connection herewith or therewith shall be had againsttherewith, except for any formerclaim, current cause of action or future director, officer, agentproceeding arising under or resulting from any written agreement that any such Representative, Affiliate, manager or employee of Holder (direct or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related indirect equity owner expressly becomes a party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of to in connection with the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions Transactions contemplated hereby, under any documents or instruments delivered and then, only to the extent expressly set forth in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationagreement.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Affiliates, that it has no rights all actions, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder at Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue relate in any manner to: (a) this Agreement, the Voting Agreement, the Equity Commitment Letter, the Limited Guarantee (together, the “Transaction 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 statuteother Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, regulation or other applicable lawin connection with, or otherwise; provided that (and notwithstanding anything to the contrary provided herein as an inducement to, this Agreement, any other Transaction Document or in any document or instrument delivered contemporaneously herewithsuch other agreement), (Ac) nothing any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein shall limit the rights of each or therein; and (d) any failure of the Merger or any other transaction contemplated by 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 JBA (applicable other than Holder) against Holder under the JBA pursuant Transaction Document and, in accordance with, and subject to the terms and conditions of this Agreement or the JBAapplicable other Transaction Document, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other 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, that no recourse under this Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby shall be sought or had against any other Person, shall have any liabilities or obligations (B) nothing herein shall limit the rights of each whether in Contract or in tort, at Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other parties 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 JBA items in the immediately preceding clauses (other than Holdera) through (d), it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof 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). Notwithstanding anything to the contrary herein or otherwise, no Lender Related Party shall have any liability or obligation in connection with or related in any manner to the aforementioned to any Person that is not a party to the Debt Financing or the Debt Commitment Letter. Notwithstanding anything to the contrary herein or otherwise, none of the Company, its Affiliates or its or their respective Representatives shall be responsible or liable for (i) any obligations multiple, consequential, indirect, special, statutory or exemplary damages, in each case to the extent not recoverable under applicable common Law or (ii) punitive damages, in each case which may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.

Non-Recourse. Notwithstanding anything to Each party agrees, on behalf of itself and its Affiliates (and in the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithcase of Seller, the Company, the Company Subsidiaries, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any their respective former, current or future directorgeneral or limited partners, officerstockholders, agentcontrolling Persons, Affiliatemanagers, manager or employee of Holder (members, directors, officers, employees, Affiliates, representatives, agents or any of its their respective assignees or successors or assignees), against any former, current or future general or limited partner, stockholder, controlling Person, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any formermember, current or future director, officer, agent, employee, Affiliate, related partyrepresentative, assigneeagent, general assignee or limited partner, equityholder, manager or member successor of any of the foregoing (eachcollectively, other than H▇▇▇▇▇ and its successors and permitted assignees, a the “Holder AffiliateSeller Related Parties”), and in the case of Purchaser, the Purchaser Related Parties), that all Actions, 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 veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate to: (a) this Agreement or any statuteother agreement referenced herein or contemplated hereby or the transactions contemplated hereunder or thereunder, regulation (b) the negotiation, execution or performance this Agreement or any other applicable lawagreement referenced herein or contemplated hereby (including any representation or warranty made in, in connection with, or otherwise; provided that (and notwithstanding anything to the contrary provided herein as an inducement to, this Agreement or in any document or instrument delivered contemporaneously herewithsuch other agreement), (Ac) nothing any breach or violation of this Agreement or any other agreement referenced herein shall limit the rights of each or contemplated hereby and (d) any failure of the transactions contemplated hereunder or under any other agreement referenced herein to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to the JBA (other than Holder) against Holder under the JBA pursuant this Agreement and, in accordance with, and subject to the terms and conditions of this Agreement. In furtherance and not in limitation of the JBAforegoing, and notwithstanding anything contained in this Agreement or any other agreement referenced herein or contemplated hereby or otherwise to the contrary, but subject to the other provisions of this Section 9.13, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates (B) nothing and in the case of Seller and the Company, the Seller Related Parties), that no recourse under this Agreement or any other agreement referenced herein or contemplated hereby or in connection with any transactions contemplated hereby or thereby shall limit the rights of each be sought or had against any other Person, including any Seller Related Party, any Purchaser Related Party, and no other Person, including any Seller Related Party, any Purchaser 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 parties 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 JBA items in the immediately preceding clauses (other than Holdera) through (d), it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof 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 Seller, the Company or Purchaser, as applicable, may assert (subject with respect to the following clauses (ii), in all respects to the limitations set forth in Section 8.02, Section 9.11 and this Section 9.13): (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the (x) Confidentiality Agreement and (y) Regulatory Efforts Letter Agreement; (ii) against the equity providers for specific performance of their obligation to fund their committed portions of the Equity Financing (as defined in the Equity Commitment Letter) solely in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter; or (iii) against Seller, the Company or Purchaser solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary herein or otherwise, no Seller Related Party or Purchaser Related Party shall be responsible or liable for any obligations multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of Holder under this Agreement any other agreement referenced herein or contemplated hereby or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder, or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.

Non-Recourse. Notwithstanding anything Subject in all cases to the contrary that provisions of Section 11, this Agreement and the Ancillary Agreements may only be expressed enforced against, and any claim or implied in suit based upon, arising out of, or related to this Agreement or any document the Ancillary Agreements, or instrument delivered contemporaneously herewiththe negotiation, and notwithstanding the fact that Holder execution or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits performance of this AgreementAgreement or the Ancillary Agreements, covenantsmay 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, agrees as limited by the provisions of Section 11 and acknowledges that no person other than Holder and its successors and permitted assignees shall have 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 obligation hereunder and that it has no rights of recovery againstpast, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, incorporator, member, partner, stockholder, Affiliate, manager agent, attorney or employee representative of Holder (the Company, the Sellers or any of its successors their respective Affiliates, will have or assignees)be subject to any liability or indemnification obligation (whether in contract, against any former, current tort or future general or limited partner, manager, equityholder or member of Holder (otherwise) to the Buyer or any of its successors or assigneesother Person resulting from (nor will the Buyer have any claim with respect to) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of (i) the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of distribution to the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingBuyer, or by virtue of the Buyer’s use of, or reliance on, any statuteinformation, regulation documents, projections, forecasts or other applicable lawmaterial made available to the Buyer in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith)connection with, (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewithby this Agreement, or for (ii) any claim based on, in respect of, or by reason of, the sale and purchase of the Company, including any alleged nondisclosure or misrepresentations made by any such Persons, in each case, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract, tort or otherwise, or whether at law or in equity, or otherwise; and each party hereto waives and releases all such liabilities and obligations or their creationagainst any such Persons.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or otherwise (a) any document claim of any type (whether at law or instrument delivered contemporaneously herewithin equity, and notwithstanding whether in contract, tort, statute or otherwise) that may directly or indirectly arise under or relate to this Agreement, the fact that Holder negotiation, execution, performance or any breach (whether willful, intentional, unintentional or otherwise) of its successors this Agreement or permitted assignees the transactions contemplated hereby (each of such above-described sources of claims, a “Recourse Theory”) may be a partnership, limited liability company made or similar domestic or foreign entity, Parent asserted solely against the Persons that are expressly identified as the parties in the preamble to and signature pages of this Agreement and solely in their capacities as such and as expressly permitted by its acceptance of and subject to the benefits terms and conditions of this Agreement, covenants, agrees and acknowledges that (b) no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL Person who is not a party hereto (if anyincluding (i) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future direct or indirect equityholder, controlling Person, management company, incorporator, member, limited or general partner, manager, director, officer, employee, agent, Lender Related Party, Affiliate, manager attorney or employee representative of Holder a party hereto or any Affiliate of such party (all above-described Persons in this clause (i), collectively, “Affiliated Persons”), and (ii) any Affiliated Persons of such Affiliated Persons (the Persons in clauses (i) and (ii), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto and their respective successors and permitted assigns, “Non-Parties”)) has or shall have any liability whatsoever directly or indirectly arising under or relating to any Recourse Theory. Without limiting the rights of any party hereto against the other parties hereto, in no event shall any party or any of its successors or assignees)Affiliates seek to enforce this Agreement against, against make any former, current or future general or limited partner, manager, equityholder or member claims for breach of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingthis Agreement against, or by virtue of seek to recover monetary damages from, any statuteNon-Party. Notwithstanding the foregoing, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything this Section 17.15 shall be subject to the contrary provided herein or in any document or instrument delivered contemporaneously herewithSection 14.10(c)(i), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation.

Non-Recourse. Notwithstanding anything to the contrary The parties acknowledge that may be expressed (i) no direct or implied in this Agreement indirect equity holder or lender of any party, (ii) no member of any board of managers or special committee of any party or any document or instrument delivered contemporaneously herewithAffiliate of any party and (iii) no past, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agentcommittee member, employee, Affiliateincorporator, related partymember, assignee, general partner or limited partner, equityholder, manager direct or member indirect equity holder or lender of any of party (such Persons described in clauses (i)-(iii) above, the foregoing (each“Non-Recourse Parties”) is a party to this Agreement or, except as expressly contemplated therein as parties thereto, any other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereofTransaction Document. The parties hereto expressly agree and further acknowledge that no none of the Non-Recourse Parties, whether individually or collectively, shall have any liability whatsoever shall attach to, be imposed on, of any kind or otherwise be incurred by any Holder Affiliate, as such, description for any obligations Liabilities of Holder any party under this Agreement or the transactions or, except as expressly contemplated herebytherein as parties thereto, under any documents or instruments delivered in connection herewith, other Transaction Document or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby or thereby. Accordingly, the parties hereby agree that in the event (a) there is any alleged breach or alleged default or breach or default by any party under this Agreement or any of the other Transaction Documents or (b) any party has or may have any Claim arising from or relating to the terms of this Agreement or any other Transaction Document, no party shall, or shall have any right to, commence any proceedings or otherwise seek to impose any Liability whatsoever of any kind or description on or against the Non-Recourse Parties, whether collectively or individually, by reason of such obligations alleged breach, default or their creationclaim, except and only to the extent that a Non-Recourse Party is expressly contemplated in a Transaction Document as a party to such Transaction Document.

Non-Recourse. Notwithstanding anything that may be express or implied in this Agreement to the contrary contrary, the parties hereto agree that all claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity or granted by statute) based upon, arising under, or related to this Agreement or any Transaction Document, or the negotiation, execution or performance of this Agreement or any Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such Transaction Document), may be made only against (and such representations and warranties are those solely of) the parties hereto or thereto. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithto the contrary, the parties agree and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges acknowledge that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreementany Transaction Document, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith with this Agreement or therewith any Transaction Document, or any transaction contemplated by any of the foregoing, shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any formerSeller Related Party or Buyer Related Party that is not a party to such agreement (together, current or future general or limited partnerthe “Nonparty Affiliates”, managerit being acknowledged and agreed, equityholder or member for the avoidance of Holder (or any doubt, that none of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees▇, a “Holder Affiliate”Sellers, Blocker or the Company shall be Nonparty Affiliates hereunder), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingLitigation, or by virtue of any statute, regulation or other applicable lawLaw, or otherwise; provided that (and notwithstanding anything to by virtue of any breach or alleged breach hereof or thereof, the contrary provided herein negotiation, execution or performance hereof or thereof or the transactions contemplated hereby or thereby or in respect of any other document or instrument delivered contemporaneously herewiththeory of law or equity or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith (whether at law or in equity, and whether in contract or in tort or otherwise), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms it being expressly agreed and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliate, as such, Nonparty Affiliate for any obligations obligation of Holder any party under this Agreement or the transactions contemplated herebyAgreement, under any Transaction Document, any documents or instruments delivered in connection herewithwith this Agreement or any Transaction Document, or any transaction contemplated by the foregoing, for any claim based on, in respect of, of or by reason of, of such obligations or their creation.

Non-Recourse. Notwithstanding anything to Each party hereto agrees, on behalf of itself and its controlled Affiliates (and in the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance case of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this AgreementCompany, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or and future directorholders of any equity, officercontrolling persons, agentdirectors, Affiliateofficers, manager or employee of Holder (or any of its successors or assignees)employees, against any formeragents, current or future general or limited partnerattorneys, managercontrolled Affiliates, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any formermembers, current or future director, officer, agent, employee, Affiliate, related party, assigneemanagers, general or limited partnerpartners, equityholder, manager or member stockholders and assignees of any each of the foregoing (each, other than H▇▇▇▇▇ Company and its successors and permitted assigneescontrolled Affiliates), a “Holder Affiliate”)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 veilcorporate, by limited partnership, limited liability company or through a claim by other entity veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue relate in any manner to: (a) this Agreement or any other agreement referenced herein or contemplated hereby or the transactions contemplated hereunder or thereunder (including the Financing), (b) the negotiation, execution or performance of this Agreement or any statuteother agreement referenced herein or contemplated hereby (including any representation or warranty made in, regulation or other applicable lawin connection with, or otherwise; provided as an inducement to, this Agreement or such other agreement), (c) any breach or violation of this Agreement or any other agreement referenced herein or contemplated hereby and (d) any failure of the Teton Merger or any other transactions contemplated hereunder or under any other agreement referenced herein or contemplated hereby (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 in the preamble to this Agreement (or any other agreement referenced herein or contemplated hereby, as applicable) and in accordance with, and subject to the terms of, this Agreement (or any other agreement referenced herein or contemplated hereby, in each case as applicable). In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary provided contained in this Agreement or any other agreement referenced herein or in contemplated hereby, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective controlled Affiliates (including the former, current and future holders of any document equity, controlling persons, directors, officers, employees, agents, attorneys, controlled Affiliates, members, managers, general or instrument delivered contemporaneously herewith)limited partners, (A) nothing herein shall limit the rights stockholders and assignees of each of such party and its controlled Affiliates), that no recourse under this Agreement or any other agreement referenced herein or contemplated hereby or in connection with the Teton Merger or any other parties transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other Person, and no other Person, shall have any Liabilities or obligations (whether in Contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership, limited liability company or other entity 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 JBA items in the immediately preceding clauses (other than Holdera) against Holder under the JBA pursuant to the terms through (d), it being expressly agreed and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned non-parties, 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 (for clarity) except for (and without in any obligations manner limiting or applying to) claims or any other remedies that the Company may assert, pursue or obtain (i) against any Person that is party to, and pursuant to the terms and conditions of, the Confidentiality Agreement, (ii) against each Investor under, and pursuant to the terms and conditions of, the Guarantee, (iii) against each Investor in accordance with, and pursuant to the terms and conditions of, the Preferred Securities Commitment Letter, including for specific performance or other equitable relief of Holder under its obligation to fund its committed portions of the Preferred Securities Financing subject to the terms and conditions thereof, or (iv) against Parent or Teton Merger Sub or any other Parent Restructuring Entity under, and pursuant to the terms and conditions of, this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationContribution Agreement.

Non-Recourse. Notwithstanding anything to the contrary that (a) This Agreement may only be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithenforced against, and notwithstanding any claim or suit based upon, arising out of, or related to this Agreement, or the fact that Holder negotiation, execution or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits performance of this Agreement, covenantsmay 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 (in all cases, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under as limited by Section 10.1). No Person who is not a named Party to this Agreement, the Merger Agreementincluding any past, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, incorporator, member, partner, stockholder, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general attorney or limited partner, equityholder, manager or member of any representative of the foregoing (eachCompany, other than H▇▇ ▇▇▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”), whether by Parties or through attempted piercing any of the corporate veil, by or through a claim by or on behalf of Holder against the Holder their respective Affiliates, by or any Financing Source, will have or be subject to any liability (whether in contract or in tort) to Purchaser or any other Person resulting from (i) the enforcement of any assessment or by any legal or equitable proceedingdistribution of, or by virtue of reliance on, any statuteinformation, regulation documents, projections, forecasts or other applicable lawmaterial made available in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith)connection with, (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewithby this Agreement, or for (ii) any claim based on, in respect of, or by reason of, the sale and purchase of the Company or ▇▇ ▇▇▇▇▇▇▇, in each case, regardless of the legal theory under which such liability or obligation may be 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 any such Persons; provided, however, that nothing in this Section 10.17 shall prevent claims (x) against a Unitholder, ▇▇ ▇▇▇▇▇▇▇ Seller or their creationLCP VII for Fraud committed by any such Unitholder, ▇▇ ▇▇▇▇▇▇▇ Seller or LCP VII, as applicable, or (y) pursuant to other Contracts between the Parties or such Persons; provided, further, that nothing in this Section 10.17 shall in any way limit or modify the rights and obligations of any Debt Financing Source’s obligations to Purchaser under the Debt Financing Commitments. The Company, on behalf of itself and its Affiliates, agrees that the Financing Sources shall be subject to no liability or claims by the Company or its Affiliates (other than the Purchaser and its pre-Closing Affiliates), whether at law, or equity, in contract, in tort or otherwise, relating to or arising out of this Agreement, any breach of the Debt Financing Commitments or in connection with the Debt Financing or the performance of services by the Financing Sources with respect to the foregoing. In no event shall the Company be entitled to seek the remedy of specific performance of this Agreement against the Financing Sources. (b) In connection with the investigation by Purchaser and Merger Sub of the APN Entities and ▇▇ ▇▇▇▇▇▇▇, Purchaser and Merger Sub received or may receive from the APN Entities and ▇▇ ▇▇▇▇▇▇▇ certain projections, forward-looking statements and other forecasts and certain business plan information. Each of Purchaser and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Purchaser and Merger Sub are familiar with such uncertainties, that Purchaser and Merger Sub are taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and that Purchaser and Merger Sub will have no claim against anyone with respect thereto. Accordingly, each of Purchaser and Merger Sub acknowledges that neither the Company, any ▇▇ ▇▇▇▇▇▇▇ Party, nor any member, officer, director, employee or agent of any of the foregoing, whether in an individual, corporate or any other capacity, make any representation, warranty, or other statement with respect to, and neither Purchaser nor Merger Sub is relying on, such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and each of Purchaser and Merger Sub agrees that it has not relied thereon.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithherein, and notwithstanding the fact that Holder or any each Party agrees, on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ affiliates and its successors and permitted assigneestheir present or former directors, a “Holder Affiliate”)officers, shareholders, partners, members or employees, 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 veilcorporate, 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 any of the following: (a) this Agreement, any other agreement, document or instrument contemplated hereby or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder, (b) the negotiation, execution or performance of this Agreement, any other agreement, document or instrument contemplated hereby 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 agreement, document or instrument contemplated hereby or such other agreement), (c) any breach or violation of this agreement, any other agreement, document or instrument contemplated hereby or any other agreement referenced herein or therein and (d) any failure of the transactions contemplated hereunder or under any other agreement, document or instrument contemplated hereby or any other agreement referenced herein or therein 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, the Equity Commitment Letters (in accordance therewith and subject to the limitations set forth therein) or such other agreement, document or instrument contemplated hereby or any other agreement referenced herein or therein, as applicable, and, in accordance with, and subject to the terms and conditions of this Agreement or such other agreement, document or instrument contemplated hereby or any other agreement referenced herein or therein, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other agreement, document or instrument contemplated hereby or any other agreement referenced herein or therein or otherwise to the contrary, each Party covenants, agrees and acknowledges, on behalf of itself and its respective affiliates and its and their present or former directors, officers, shareholders, partners, members or employees, that no recourse under this Agreement, any other agreement, document or instrument contemplated hereby or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby shall be sought or had against any person that is not a Party to this Agreement or such other agreement, document or instrument contemplated hereby or any other agreement referenced herein or therein, as applicable, and no such other person, including any member of the Parent Group or the Company Related Parties shall have any liabilities or obligations (whether in contract or in tort, in law, in equity or otherwise, or granted by statute or otherwise, whether by or through a claim by attempted piercing of the corporate, limited partnership or on behalf of Holder against the Holder Affiliateslimited liability company veil or any other theory or doctrine, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, including alter ego or otherwise; provided that (and notwithstanding anything ) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the contrary provided herein or items in any document or instrument delivered contemporaneously herewiththe immediately preceding clauses (a) through (d), (A) nothing herein shall limit in each case, except for claims that Parent or the rights of each of the other parties Company, as applicable, may assert against any person that is party to the JBA (other than Holder) against Holder under the JBA or bound by and solely pursuant to the terms and conditions of of, this Agreement, the JBA, Equity Commitment Letters (in accordance therewith and (B) nothing herein shall limit the rights of each of the other parties subject to the JBA limitations set forth therein) and the Non-Disclosure Agreements. Notwithstanding anything to the contrary herein or otherwise, except as set forth in Section 8.03 hereof, none of Parent or its affiliates (including the Parent Group) shall be responsible or liable for any losses, liabilities, causes of action, claims, damages, or costs that are not contained in the definition of damages (other than Holder) and Parent against Holder (causes of actions or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, claims for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationspecific performance).

Non-Recourse. Notwithstanding anything to the contrary that This Agreement may be expressed enforced only against, and any Action based upon, arising out of, or implied in related to this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees transactions contemplated hereby may be a partnershipbrought only against, limited liability company the Persons that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. With respect to each Party, no direct or similar domestic indirect past, present, or foreign entityfuture Affiliate, Parent by its acceptance director, officer, member, manager, partner, equityholder, employee, agent or Representative of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery againstsuch Party, and no recourse hereunder direct or under this Agreementindirect past, the Merger Agreementpresent, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partnermember, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager employee, agent or member Representative of any Affiliate of such Party shall have any obligation or Liability of any kind (whether in contract or tort, at law, in equity or otherwise, or based upon any theory that seeks to impose Liability upon of a Person against any Person related to such other first Person) for any of the foregoing (eachrepresentations, warranties, covenants, agreements or other than H▇▇▇▇▇ and its successors and permitted assigneesobligations or liabilities of such Party or for any claim based on, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingarising out of, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything related to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby. The Seller (on behalf of itself and its equity holders, under Representatives and Affiliates, including each of the Group Companies) agrees that none of the Financing Sources have or will have any documents or instruments delivered in connection herewithliability to the Seller, or for any equity holder, Representative or Affiliate of the Seller (including each of the Group Companies), and that neither the Seller nor any equity holder, Representative or Affiliate of the Seller (including each of the Group Companies) shall have any right or claim based onagainst any Financing Source, in respect ofeach case, of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, in any way relating to this Agreement or any of the transactions contemplated by reason ofthis Agreement, such obligations including any dispute arising out of or their creationrelating in any way any Debt Financing or the performance thereof).

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Affiliates, that it has no rights all Actions, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, 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 with, or through a claim by relate in any manner to: (a) this Agreement, the other Transaction Documents, the Transactions or on behalf of Holder against the Holder Affiliates, transactions contemplated by the enforcement Commercial Agreement, (b) the negotiation, execution or performance of this Agreement, the other Transaction Documents or any assessment other agreement referenced herein (including any representation or by any legal or equitable proceedingwarranty made in, in connection with, or by virtue of any statuteas an inducement to, regulation this Agreement, the other Transaction Documents or such other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewithagreement), (Ac) nothing any breach or violation of this Agreement, the other Transaction Documents, or any other agreement referenced herein, and (d) any failure of the transactions contemplated hereby or under any other agreement referenced herein shall limit to be consummated, in each case, may be made only against (and are those solely of) the rights of each Persons that are expressly identified as parties to this Agreement or, in the case of the other Transaction Documents and the other agreements referenced herein, the persons that are expressly named as parties to the JBA (other than Holder) against Holder under the JBA pursuant thereof, and, in accordance with, and subject to the terms and conditions of, this Agreement, such other Transaction Document or such other agreement referenced herein, as applicable. In furtherance and not in limitation of the JBAforegoing, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates, that no recourse under this Agreement or in connection with any of the Transactions or the transactions contemplated by the Commercial Agreement shall be sought or had against any other Person, and no other Person shall have any liabilities or obligations (B) nothing herein shall limit the rights of each 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 parties 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 JBA items in clauses (other than Holdera) through (d) of the immediately preceding sentence, it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in clauses (a) through (d) of the immediately preceding sentence. Notwithstanding anything to the contrary herein or otherwise, except as contemplated in the proviso of the first sentence of this Section 8.14, with respect to each party hereto, no past, present or future director, manager, officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor, lender or Representative or Affiliate of such named party (the “Related Parties”) shall be responsible or liable for any obligations multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of Holder under this Agreement Agreement, the Transactions or the transactions contemplated hereby, under any documents or instruments delivered in connection herewithby the Commercial Agreement, or for the valid termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.

Non-Recourse. Notwithstanding anything to No provision of this Agreement shall confer upon any Person other than the contrary parties hereto and their permitted assigns any rights or remedies hereunder. This Agreement may only be enforced against, and any claims or causes of action that may be expressed based upon, arise out of or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of relate to this Agreement, covenantsor the negotiation, agrees and acknowledges execution or performance of this Agreement may only be made against the entities that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and are expressly identified as parties hereto, including entities that it has no rights become parties hereto after the date hereof or that agree in writing for the benefit of recovery againstthe Company to be bound by the terms of this Agreement applicable to the Purchaser, and no recourse hereunder former, current or under this Agreementfuture equityholders, the Merger Agreementcontrolling persons, the JBAdirectors, H▇▇▇▇▇’s ECL (if any) officers, employees, agents, successors, assigns or Affiliates of any documents party hereto or instruments delivered in connection herewith or therewith shall be had against, any former, current or future equityholder, controlling person, director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholdermember, manager manager, advisor, agent successors, assigns or member Affiliate of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder AffiliateSpecified Person”)) 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, and no personal liability shall attach to, be imposed upon or otherwise be incurred by the Specified Persons through the Purchaser or otherwise, whether by or through attempted piercing of the corporate (or partnership or limited liability company) veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything , except to the contrary provided herein or extent set forth in, and subject to the conditions and in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit accordance with the terms of the Confidentiality Agreement and the confidentiality obligations set forth therein. Without limiting the rights of each of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions enforce this Agreement against, make any claims for breach of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed onthis Agreement against, or otherwise be incurred by seek to recover monetary damages from, any Holder Affiliate, as such, for any obligations Specified Person. 4840-5838-5626.18 [Remainder of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationpage intentionally left blank.] 4840-5838-5626.18

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Related Parties, that it has no rights of recovery againstall Actions (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal reason of, be connected with or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or relate in any document or instrument delivered contemporaneously herewith)manner to: (a) this Agreement, (A) nothing herein shall limit the rights of each any of the other Transaction Documents or any of the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents); (c) any breach or violation of this Agreement or any of the other Transaction Documents and (d) any failure of any of the transactions contemplated hereunder or thereunder (including the Financing) to be consummated, in each case, may be made only against the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the JBA (case of the other than Holder) against Holder under the JBA pursuant Transaction Documents, Persons expressly identified as parties to such Transaction Documents and in accordance with, and subject to the terms and conditions of the JBAof, and (B) nothing herein shall limit the rights of each this Agreement or such Transaction Documents, as applicable. Notwithstanding anything in this Agreement or any of the other parties Transaction Documents to the JBA contrary, except for Designated Claims, each party hereto agrees, on behalf of itself and its Related Parties, that no recourse under this Agreement or any of the other Transaction Documents or in connection with any of the transactions contemplated hereunder (including the Financing) or under any other than Holder) Transaction Document will be sought or had against any other Person, including any Related Party and Parent against Holder any Debt Financing Sources Related Party, and no other Person, including any Related Party and any Debt Financing Sources Related Party, will have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), for any claims, causes of action, obligations or liabilities arising under, out of, in connection with respect to or related in any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant manner to the terms items in the immediately preceding clauses (a) through (d), it being expressly agreed and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall will attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, for arising under, out of, in connection with or related in any obligations of Holder under manner to the items in the immediately preceding clauses (a) through (d). Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents, (i) no Debt Financing Sources Related Party will be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (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 claim based onmultiple, in respect ofspecial, 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 reason ofthis Agreement, such obligations 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 their creationarising from the Debt Commitment Letter and the Debt Financing. [The remainder of this page is intentionally left blank.]

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith(a) Each party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Related Parties, that it has no rights all Proceedings, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, 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 a claim by attempted piercing of the corporate, limited partnership or on behalf of Holder against the Holder Affiliateslimited liability company veil or any other theory or doctrine, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, including alter ego or otherwise; provided that (and notwithstanding anything ) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the contrary provided herein or items in any document or instrument delivered contemporaneously herewith), the immediately preceding clauses (A) nothing herein through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall limit the rights of each 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 JBA Voting Agreements under, and subject to the terms and conditions of, the Voting Agreements, and (other than Holder2) Parent and its affiliates may assert against Holder under the JBA Financing Sources pursuant to the terms and conditions of the JBAFinancing Commitments. (b) Notwithstanding anything to the contrary herein or otherwise, and (Bi) nothing herein 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 each of Parent and its affiliates to assert claims against the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) Debt Financing Sources pursuant to the terms and conditions thereof. The parties hereto expressly agree of the Debt Commitment Letter and acknowledge that (ii) no liability whatsoever Parent Related Party shall attach to, be imposed on, responsible or otherwise be incurred by any Holder Affiliate, as such, liable for any obligations multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Related Parties, that it has no rights of recovery againstall Proceedings (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, 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 of the other Transaction Documents or any of the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents); (c) any breach or violation of this Agreement or any of the other Transaction Documents; and (d) any failure of any of the transactions contemplated hereunder or thereunder (including the Financing) to be consummated, in each case, may be made only against the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement and, in the case of the other Transaction Documents, Persons expressly identified as parties to such Transaction Documents and in accordance with, and subject to the terms and conditions of, this Agreement or such Transaction Documents, as applicable. Notwithstanding anything in this Agreement or any of the other Transaction Documents to the contrary, each party agrees, on behalf of itself and its Related Parties, that no recourse under this Agreement or any of the other Transaction Documents or in connection with any of the transactions contemplated hereunder (including the Financing) or under any other Transaction Document will be sought or had against any other Person, including any Related Party and any Debt Financing Sources Related Party, and no other Person, including any Related Party and any Debt Financing Sources Related Party, will have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through a claim by attempted piercing of the corporate, limited partnership or on behalf of Holder against the Holder Affiliateslimited liability company veil or any other theory or doctrine, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, including alter ego or otherwise; provided that (and notwithstanding anything ), for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the contrary provided herein or items in any document or instrument delivered contemporaneously herewiththe immediately preceding clauses ‎(a) through ‎(d), other than the Persons expressly identified as parties (Aor third party beneficiaries) nothing herein thereto. For the avoidance of doubt, this ‎Section 8.16 shall not limit the rights of each of the other parties any person who is a party (or third party beneficiary) (i) against any Person that is party to, and solely pursuant to the JBA terms and conditions of, the Confidentiality Agreement, (other than Holderii) against Holder under the JBA each Guarantor under, if, as and when required pursuant to the terms and conditions of the JBALimited Guarantee (subject to the limitations set forth therein), (iii) against each Equity Commitment Party solely in accordance with, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree of, the Equity Commitment Letter (subject to the limitations set forth therein), (iv) against the Company, Parent and acknowledge that no liability whatsoever shall attach toMergerCo solely in accordance with, be imposed onand pursuant to the terms and conditions of, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or (v) against any other Person who is a party to any other Transaction Document solely in accordance with, and pursuant to the terms and conditions of, such other Transaction Document (subject to the limitations set forth therein). Notwithstanding anything to the contrary in this Agreement or any other Transaction Documents, (A) no Parent Related Party or Debt Financing Sources Related Party will be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the valid termination or abandonment of any claim based on, of the foregoing (other than the payment by Parent (or the Guarantor under and in respect of, accordance with the Limited Guarantee to the extent provided therein and subject to the limitations therein) of the Parent Termination Fee to the extent payable by Parent pursuant to ‎Section 7.03(b)) and (B) Parent and MergerCo shall be entitled to bring claims and causes of action against the Debt Financing Sources related to or by reason of, such obligations or their creationarising from the Debt Commitment Letter and the Debt Financing.